Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding. (iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Leap Wireless International Inc), Registration Rights Agreement (Leap Wireless International Inc)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason the Exchange Offer Registration Statement is not filed with the SEC within 210 days of the Closing Date, or if such Exchange Offer Registration Statement is not declared effective within 270 days following the original issue of the Closing Date (Registrable Securities or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 315 days after the Exchange Offer Registration Statement is declared effective; original issue of the Registrable Securities, (iii) upon the request of any of the Initial Purchaser so requests Purchasers with respect to any Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained Securities in the Exchange Offer Registration Statement Registration, (iv) if a Holder is not appropriate permitted to participate in the Exchange Offer or available for does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, and such resales; Holder so requests, or (Cv) it is a Broker-Dealer and owns Securities acquired directly from if the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The through (v) the Company and the Guarantors shall use their respective reasonable best efforts to shall, at its cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under as promptly as practicable but no later than the Act within 75 later of (A) 180 days of such filing after being required or requested by a Holder to file a Shelf Registration Statement, or (or, if later, B) 270 days after the Closing Date), pursuant to subsection (a) original issue of this Section 3the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company and the Guarantors shall use their respective Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof SEC, or (B) the date upon which for such shorter period that will terminate when all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
outstanding or otherwise to be Registrable Securities (iii) Subject to the provisions of Section 4 hereof“Effectiveness Period”); provided, however, that the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date Effectiveness Period in respect of the Shelf Registration Statement or such amendment or supplement, (A) shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.
(c) Notwithstanding any other provisions hereof, use its reasonable best efforts to form ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements of 1933 Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Baltimore Gas & Electric Co), Registration Rights Agreement (Baltimore Gas & Electric Co)
Shelf Registration. (a) If If, and only if, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff of the Commission the Company determines upon advice of its outside counsel that it is or the Guarantor are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 210 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests within 210 days after the consummation of the Registered Exchange Offer with respect to Securities that are Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder (other than an Initial Purchaser) to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder (other than an Initial Purchaser) that participates in the Registered Exchange Offer to the public without delivering does not receive freely transferable Exchange Notes in exchange for tendered Notes (other than as a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for result of such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from Holder being an affiliate of the Company or an Affiliate of the CompanyGuarantor), then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors Guarantor shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2 and not earlier than 180 days after the Issue Date) with the Commission within 30 days after such filing obligation arises (orthe "Shelf Filing Date"), if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided furtherthat, that with respect to Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Securities Notes constituting any portion of an unsold allotmentallotment and with respect to Notes or Exchange Notes held by an Exchanging Dealer, the Company and the Guarantors Guarantor may, if permitted by current interpretations by the staff of the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 Items 9.B and 9.D of Regulation SForm 20-KF, as applicable, in satisfaction of their obligations under this subsection (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions provision herein applicable to, a Shelf Registration Statement.
(iib) The Company and the Guarantors Guarantor shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earliest of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of Issue Date, (A) the second anniversary thereof or (Bii) the date upon on which all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (iii) the date on which the Notes become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement or cease to be outstandingPeriod").
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the Guarantor will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto when it becomes effective, and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto when it becomes effective (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Exchange and Registration Rights Agreement (Bunge LTD), Exchange and Registration Rights Agreement (Bunge LTD)
Shelf Registration. (a) If The Special Limited Partner shall use its reasonable best efforts, at its sole expense, to file with the Commission:
(i) due within [·] months of the IPO Closing Date, a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Special Limited Partner providing for (a) the exchange, from time to time, of all Partnership Class A Common Interests held by any change in law Former Common Holder (or applicable interpretations thereof its Substituted Limited Partner) for Class A Shares and (b) the resale, pursuant to Rule 415 under the Securities Act from time to time, of such Class A Shares received upon such exchange by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereofsuch Holders; and
(ii) promptly following the fourth (4th) anniversary of the IPO Closing Date, a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Special Limited Partner providing for (a) the exchange, from time to time, of all Partnership Class A Common Interests held by any other reason Holder of Lock-Up Partnership Interests for Class A Shares and (b) the Exchange Offer Registration Statement resale, pursuant to Rule 415 under the Securities Act from time to time, of such Class A Shares received upon such exchange by such Holders. The Special Limited Partner will notify the General Partner, within five (5) business days after the date on which a shelf registration statement is not first filed with the Commission pursuant to this Section 14.2, of the filing. The Special Limited Partner will use its commercially reasonable efforts to cause each such shelf registration statement to be declared effective within 270 days by the Commission as soon as reasonably practicable after such filing, subject to Section 14.2(c). The Special Limited Partner further agrees to prepare and file with the Commission such amendments and supplements to each such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective, subject to Section 14.2(c), until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein and comply with the provisions of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests Securities Act with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held disposition of all securities covered by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement registration statement during such period in accordance with subsection the intended methods of disposition or Rule 144 under the Securities Act (b) belowor any successor rule).
(b) The Special Limited Partner shall as promptly as practicable notify the General Partner upon the discovery that, or of the happening of any event as a result of which, a registration statement covering such Registrable Securities, as then in effect, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or any fact necessary to make the statements therein not misleading, and promptly prepare and furnish to the General Partner a supplement or amendment to the prospectus contained in such registration statement (i) The Company and the Guarantors shall use their respective reasonable best efforts to prepare and file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared become effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect theretosuch registration statement) so that such registration statement shall not, and any such Exchange Offer Registration Statement, prospectus as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereafter delivered to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions purchasers of Section 4 hereofsuch Registrable Securities shall not, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or any fact necessary in order to make the statements therein not misleading.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Special Limited Partner shall be entitled, from time to time, by providing written notice to the General Partner, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under any registration statement filed pursuant to this Section 14.2 for a reasonable period of time not to exceed, with respect to such registration statement, 90 days in succession or 180 days in the case aggregate in any 12-month period (a “Suspension Period”) if the Special Limited Partner shall determine that it is required to disclose in any such registration statement a financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Special Limited Partner or its securities, and that the disclosure of such information at such time would be detrimental to the Special Limited Partner or the holders of its equity securities. Immediately upon receipt of such notice, the applicable Holders shall suspend the use of the Prospectusprospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Holder, the Special Limited Partner shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the applicable registration statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not 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 under which they were made) , not misleading.
(d) The Special Limited Partner agrees to indemnify, to the fullest extent permitted by law, each Holder holding Registrable Securities being sold under a registration statement filed pursuant to this Section 14.2, its officers, directors, managers, partners, stockholders, members, employees and agents and each Person who controls (within the meaning of the Securities Act) such Holder or such other indemnified Person against all losses, claims, damages, liabilities and expenses (collectively, the “Losses”) caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in any such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished to the Special Limited Partner in writing by or on behalf of such Holder expressly for use therein or by such Holder’s failure to deliver a copy of such registration statement or prospectus or any amendments or supplements thereto after the Special Limited Partner has furnished such Holder with a sufficient number of copies of the same.
(e) Each such Holder will furnish, or cause to be furnished, to the Special Limited Partner in writing information regarding such Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall indemnify the Special Limited Partner, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Special Limited Partner or such other indemnified Person against all Losses caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in any applicable registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by or on behalf of such Holder and such information was actually used by the Special Limited Partner in a final prospectus or a post-effective amendment; provided, however, that each Holder’s obligation to indemnify the Special Limited Partner hereunder shall be limited to an amount equal to the net amount received by such Holder from the sale of Registrable Securities.
(f) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which its seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice.
(g) In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail diligently to contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld), unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
(h) The indemnification obligations of the Special Limited Partner and the Holders selling Registrable Securities under this Section 14.2 shall survive until the first anniversary of the expiration of all applicable statutes of limitation or extensions of such statutes. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person and will survive the transfer of the Registrable Securities and the termination of this Agreement.
(i) If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Holder shall be required to make a contribution in excess of the net amount received by such Holder from the sale of Registrable Securities.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Moelis & Co), Agreement of Limited Partnership (Moelis & Co)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 300 days of the Exchange Offer Registration Statement is declared effectiveClosing Date; (iii) any Initial Purchaser Placement Agent so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than a Placement Agent) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Placement Agent that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Placement Agent does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the public without delivering requirement that a prospectus Placement Agent deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the prospectus contained requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company or an Affiliate of the Company, then the Company Issuers shall file and the Guarantors shall effect use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors Issuers shall as promptly as practicable, but in no event later than 210 days after such filing obligation arises, use their respective commercially reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3such filing obligation arises, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than a Placement Agent) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, further that with respect to Exchange Notes New Securities received by an Initial Purchaser a Placement Agent in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors Issuers may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors Issuers shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of earliest of: (A) the second anniversary thereof or of the Closing Date, (B) the date upon which all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease (C) the date upon which the Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case, the "Shelf Registration Period"). The Issuers shall be outstandingdeemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers' obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dresser-Rand Group Inc.), Registration Rights Agreement (Dresser-Rand Group Inc.)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 180 calendar days of following the Closing Date or (or if such 270th day is not a Business Day, by B) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 210 calendar days after the Exchange Offer Registration Statement Closing Date (provided that the Issuer is declared effective; not then actively pursuing such effectiveness or consummation, as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities that are not eligible to be exchanged for Exchange any Registrable Notes in which it acquired directly from the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or Issuer, (iv) upon the written request of any Holder notifies the Company that either (A) it is prohibited not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell staff of the Exchange Notes acquired by it in the Registered Exchange Offer SEC to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (CB) it is a Broker-Dealer participates in the Exchange Offer and owns Securities acquired directly from does not receive fully tradable Exchange Notes pursuant to the Company Exchange Offer, or an Affiliate of (v) if the CompanyIssuer so elects, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The Company and through (v) the Guarantors shall use their respective reasonable best efforts to Issuer shall, at its cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 180 calendar days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided.
(b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, however(ii) the date on which the Registrable Notes become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that no will terminate when all Registrable Notes of each series covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Notes.
(c) Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to have the Securities held by it covered by such include any of its Registrable Notes in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company Issuer in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form by request therefor, such information as the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment after conferring with counsel with regard to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall relating to Holders that would be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof SEC to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the included in such Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereofProspectus included therein, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and reasonably request for inclusion in any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply Prospectus included therein. Each Holder as to form in which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all material respects information with the applicable requirements of the Act; and (B) not respect to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or such Holder necessary in order to make the statements therein (in information previously furnished to the case of the Prospectus, in the light of the circumstances under which they were made) Issuer by such Holder not materially misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Metropolitan Edison Co), Registration Rights Agreement (Jersey Central Power & Light Co)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Dayby May 12, by the next succeeding Business Day) 2014 or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effectiveby June 9, 2014; (iii) the Initial Purchasers determine upon advice of their counsel that a Shelf Registration Statement must be filed in connection with any Initial Purchaser so requests with respect to public offering or sale of Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it them following consummation of the Registered Exchange Offer; or (iv) any Holder notifies (other than the Company that (AInitial Purchasers) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in the public without delivering Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a prospectus and participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales; or (C) it is a Broker-Dealer and owns New Securities acquired directly from the Company or an Affiliate of the Companybeing not “freely tradeable”), then the Company and the Guarantors Guarantor shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) If required pursuant to subsection (a) above,
(i) The the Company and the Guarantors Guarantor, at their cost, shall use their respective reasonable best efforts as promptly as practicable, but in no event later than 90 days after such obligation to file arises, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared become effective under the Act within 75 days of such filing (oras soon as practicable, if later, 270 but in no event later than 120 days after the Closing Date), pursuant obligation to subsection (a) of this Section 3file the Shelf Registration Statement arises, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, that with respect to Exchange Notes New Securities received by an the Initial Purchaser Purchasers in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors Guarantor may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.;
(ii) The the Company and the Guarantors Guarantor shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur earliest of (A) the second anniversary thereof time when all of the Securities or New Securities, as applicable, covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without limitation by non-affiliates of the Company under clause (d) of Rule 144, (B) the date upon on which all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) one year from the date the Shelf Registration Statement is declared effective by the Commission (in any such case, such period being called the “Shelf Registration Period”); it being understood that the Company and the Guarantor shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities or cease New Securities covered thereby not being able to be outstanding.offer and sell such Securities or New Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company and the Guarantor in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantor’ obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company and the Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable; and
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors Guarantor shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActAct and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nabors Industries LTD), Registration Rights Agreement (Nabors Industries LTD)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 375 days of the Exchange Offer Registration Statement is declared effectiveClosing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the public without delivering requirement that an Initial Purchaser deliver a prospectus Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable;” and (y) the prospectus contained requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company or an Affiliate of the Company, then the Company Issuers and the Guarantors shall effect file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company Issuers and the Guarantors shall shall, if required by subsection (a) above, as promptly as practicable use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3375 days, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company Issuers and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of earliest of: (A) the second anniversary thereof or of the Closing Date, (B) the date upon which all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease (C) the date upon which the Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case, the “Shelf Registration Period”). The Issuers and the Guarantors shall be outstandingdeemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise taken by the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.
(iii) Subject to the provisions of Section 4 hereof, the Company The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Global Media USA, LLC), Registration Rights Agreement (Global Media USA, LLC)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 210 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effectiveIssue Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the public without delivering requirement that an Exchanging Dealer deliver a prospectus and the prospectus contained Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company as a result of market-making activities or an Affiliate of the Companyother trading activities shall not result in such New Securities being not “freely tradeable”), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided provided, further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years after the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or cease (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to be outstandingthe extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Subject to Notwithstanding the foregoing provisions of this Section 4 hereof3, the Company and the Guarantors may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActSecurities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Marquee Holdings Inc.), Registration Rights Agreement (Amc Entertainment Inc)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 300 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests in writing within 180 days after the Registered Exchange Offer with respect to Securities Private Exchange Securities, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that are not eligible to be exchanged for Exchange Notes participates in the Registered Exchange Offer and that are held by it following consummation of the Registered does not receive freely transferable Exchange Offer; Securities in exchange for tendered Securities, or (ivvi) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyIssuers so elect, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors Issuers shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 180 days after so required or requested, in each case pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have the Securities or Exchange Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof Statement, unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors Issuers shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period (ending on the “Shelf Registration Period”) earlier of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon on which all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or cease to be outstanding.
(iii) Subject to divestiture of assets, so long as the provisions Issuers within 120 days thereafter comply with the requirements of Section 4 4(j) hereof, . Any such period during which the Company and the Guarantors shall cause Issuers fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the related Prospectus and any amendment or supplement thereto, as of date that the effective date of Issuers give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.
(c) Notwithstanding any other provisions hereof, the Issuers will ensure that (i) any Shelf Registration Statement and any amendment or supplement, (A) to comply as to form thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Exchange and Registration Rights Agreement (Activant Solutions Inc /De/), Exchange and Registration Rights Agreement (Activant Solutions Inc /De/)
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 310 days of the Exchange Offer Registration Statement is declared effective; Issue Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities that are (or the Private Exchange Securities) not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer) is not eligible to participate in the Company Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; (B) it may , such Holder does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Registered Exchange Offer to the public without delivering a prospectus exchange and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for any such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from Holder so requests, the Company or an Affiliate of shall take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration StatementStatement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (the “Shelf Registration Period”or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstandingoffer and sell such Securities during that period, unless such action is required by applicable law.
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such Statement, amendment or supplement, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (Transdigm Inc)
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 180 days of the Exchange Offer Registration Statement is declared effective; Issue Date, (iii) any the Initial Purchaser so requests with respect to the Initial Securities that are (or the Private Exchange Securities) not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer or the Company Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer or the Initial Purchaser) that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; (B) it may , such Holder does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from exchange, the Company or an Affiliate of shall take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts shall, at its cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (the “Shelf Registration Period”or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof its effectiveness or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in the Holders of Securities covered thereby not being able to be outstandingoffer and sell such Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause will ensure that (i) the Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations thereunder, (ii) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of the Act; Shelf Registration Statement, and (B) any supplement to such prospectus, does not to contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dollar Financial Corp), Registration Rights Agreement (Dollar Financial Corp)
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 360 days of the Exchange Offer Registration Statement is declared effective; date of original issue of the Initial Securities (the “Issue Date”), (iii) any Initial Purchaser so requests with respect to the Initial Securities that are (or the Private Exchange Securities) not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer) is not eligible to participate in the Company Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; (B) it may , such Holder does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from exchange, the Company or an Affiliate of shall take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts shall, at its cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than a Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Registration Rights Agreement (the “Agreement”) applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders for a period of the relevant Securities, until the earlier of (x) one year following the “Shelf Registration Period”) from the effective date the of such Shelf Registration Statement is declared effective by the Commission until the first to occur of and (Ay) the second anniversary thereof or (B) the date upon which such time as all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto (the time period until the earlier of the foregoing being referred to herein as the “Shelf Registration Statement or cease to be outstandingPeriod”).
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such Statement, amendment or supplement, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kodiak Oil & Gas Corp), Registration Rights Agreement (Kodiak Oil & Gas Corp)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 210 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effectiveIssue Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the public without delivering requirement that an Exchanging Dealer deliver a prospectus and the prospectus contained Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company as a result of market-making activities or an Affiliate of the Companyother trading activities shall not result in such New Securities being not “freely tradeable”), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided provided, further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years after the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or cease (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to be outstandingthe extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Subject to Notwithstanding the foregoing provisions of this Section 4 hereof3, the Company and the Guarantors may for valid business reasons (other than avoidance of their obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. Each Holder agrees that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActAct and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Amc Entertainment Holdings, Inc.), Registration Rights Agreement (Amc Entertainment Inc)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 210 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effectiveMerger Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the public without delivering requirement that an Exchanging Dealer deliver a prospectus and the prospectus contained Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company as a result of market-making activities or an Affiliate of the Companyother trading activities shall not result in such New Securities being not “freely tradeable”), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided provided, further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years after the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Merger Closing Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or cease (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to be outstandingthe extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Subject to Notwithstanding the foregoing provisions of this Section 4 hereof3, the Company and the Guarantors may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActSecurities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Amc Entertainment Inc), Registration Rights Agreement (Amc Entertainment Inc)
Shelf Registration. Following the Effective Time, the Company shall use reasonable efforts to qualify for registration on Form S-3 for secondary sales. The Company agrees that, upon the request of any Holder, the Company shall promptly after receipt of such request notify each other Holder of receipt of such request and shall cause to be filed on or as soon as practicable thereafter, but not sooner than 35 days after the receipt of such notice from such Holder, a registration statement (a “Shelf Registration Statement”) on Form S-l, Form S-3 or any other appropriate form under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Securities and Exchange Commission (the “Commission”) and permitting sales in any manner not involving an underwritten public offering (and shall register or qualify the shares to be sold in such offering under such other securities or “blue sky” laws as would be required pursuant to Section 7(g) hereof) covering up to the aggregate number of (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible Shares to be exchanged for Exchange Notes issued to such Holder and all other Holders who request that the Shares to be issued to them upon the exchange or repurchase of Units held by them be included in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection upon the exchange or repurchase of Units so that the Shares issuable upon the exchange or repurchase of such Units will be registered pursuant to the Securities Act, (b) below.
Common Shares to be issued to such Holder and all other Holders who request that the Common Shares to be issued to them upon the conversion of 7% Preferred Shares held by them be included in the Shelf Registration Statement upon the conversion of 7% Preferred Shares so that the Common Shares issuable upon the conversion of such 7% Preferred Shares will be registered for sale by such Holders pursuant to the Securities Act and (bc) (i) Registrable Securities held by such Holders. The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable its best efforts to cause the Shelf Registration Statement to be declared effective under by the Act Commission within 75 days of such filing (or, if later, 270 days three months after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) filing thereof. The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effectiveeffective (and to register or qualify the shares to be sold in such offering under such other securities or “blue sky” laws as would be required pursuant to Section 7(g) hereof) for so long as any Holder holds any Shares or Units that may be exchanged for Shares under the Partnership Agreement or until the Company has caused to be delivered to each Holder an opinion of counsel, supplemented and amended as required which counsel must be reasonably acceptable to such Holders, stating that such Shares or Shares issued upon such exchange or conversion may be sold by the Act, in order Holders pursuant to permit Rule 144 promulgated under the Prospectus forming part thereof Securities Act without regard to any volume limitations and that the Company has satisfied the informational requirements of Rule 144. The Company shall file any necessary listing applications or amendments to existing applications to cause the Common Shares issuable upon exchange or repurchase of Units or upon conversion of 7% Preferred Shares to be usable by Holders for a period (listed on the “Shelf Registration Period”) from primary exchange on which the date Common Stock is then listed, if any. Notwithstanding the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notesforegoing, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, if the Company and the Guarantors shall cause the determines that it is necessary to amend or supplement such Shelf Registration Statement and if the related Prospectus and any amendment or supplement thereto, as Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the effective date Company stating that in the good faith judgment of the Board of Directors of the Company it would be significantly disadvantageous to the Company and its stockholders for any such Shelf Registration Statement to be amended or supplemented, the Company may defer such amendment amending or supplement, (A) to comply as to form supplementing of such Shelf Registration Statement for not more than 45 days and in all material respects with such event the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact Holders shall be required to discontinue disposition of any Registrable Securities covered by such Shelf Registration Statement during such period. Notwithstanding the foregoing, if the Company irrevocably elects prior to the filing of any Shelf Registration Statement to issue all cash in lieu of Shares upon the exchange of Units by the Holder requesting the filing of such Shelf Registration Statement, the Company shall not be stated therein or necessary in order obligated to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingfile such Shelf Registration Statement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Simon Property Group L P /De/), Limited Partnership Agreement (Simon Property Group Inc /De/)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained any Holder that participates in the Exchange Offer Registration Statement is does not appropriate or available receive freely transferable Exchange Securities in exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective its commercially reasonable best efforts to file as promptly as practicable (but in no event more than the later of 45 days after so required or requested pursuant to this Section 2 or 90 days after the Issue Date) with the Commission within 30 days after such filing obligation arises (orthe "SHELF FILING DATE"), if later, 150 days after the Closing Date) and thereafter shall use their respective its commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedregistration statement (hereafter, howevera "SHELF REGISTRATION STATEMENT" and, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement"REGISTRATION STATEMENT").
(iib) The Company and the Guarantors shall use their respective its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law. Notwithstanding anything to the contrary herein, if at any time the Company determines, in its reasonable good faith judgment, upon advice of counsel, that the continued effectiveness and usability of such Shelf Registration Statement would (i) require the disclosure of material information, which the Company has a BONA FIDE business reason for preserving as confidential, or cease (ii) materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates (as defined in the rules and regulations adopted under the Exchange Act) (a "Disadvantageous Condition"), the Company may suspend sales of Transfer Restricted Securities until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of Transfer Restricted Securities); PROVIDED, HOWEVER, that the failure to keep the Registration Statement effective and usable for offers and sales of Transfer Restricted Securities for such reasons shall last no longer than 30 days in the aggregate in any 12-month period (whereafter additional interest pursuant to Section 3 shall accrue and be outstandingpayable). Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives written notice to each Holder of Transfer Restricted Securities that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the earlier to occur of (i) date when each seller of Transfer Restricted Securities covered by such Shelf Registration Statement either receives the copies of a supplemented or amended prospectus or is advised in writing by the Company that use of the prospectus included in the Shelf Registration Statement may be resumed and (ii) the expiration of the 30 days in any 12-month period during which one or more Suspension Periods has been in effect.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.
Appears in 2 contracts
Sources: Exchange and Registration Rights Agreement (Forest Oil Corp), Exchange and Registration Rights Agreement (Forest Oil Corp)
Shelf Registration. (a) If In the event that (i) due to the Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or applicable in currently prevailing interpretations thereof by of the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 180 days of the Closing Issue Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) upon the request of any Initial Purchaser so requests with respect to any Registrable Securities that are held by it, if such Initial Purchaser is not eligible to be exchanged for Exchange Notes permitted, in the Registered Exchange Offer and that are held by it following consummation reasonable opinion of ▇▇▇▇▇ & ▇▇▇▇ LLP, pursuant to applicable law or applicable interpretations of the Registered Exchange Offer; or (iv) any Holder notifies staff of the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer SEC, to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or available for such resales; or state securities laws (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate any of the Company, then the Company events specified in (i)-(iii) being a "Shelf Registration Event" and the Guarantors shall effect a date of occurrence thereof, the "Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company Event Date"), the Corporation and the Guarantors shall Trust shall, at their cost, use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under filed as promptly as practicable after such Shelf Registration Event Date, as the Act case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days of such filing (or, if later, 270 days after the Closing DateTime), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to providing for the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time of all of the Registrable Securities, and shall use its best efforts to time in accordance with the methods of distribution elected by such Holders and set forth in have such Shelf Registration Statement; provided, however, that no Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company Corporation and the Trust in writing, within 15 days after receipt of a completed request therefor, such information as the Corporation and signed selling securityholder questionnaire in reasonable and customary form the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the reasonable deadline SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for responses set forth inclusion in any Shelf Registration Statement or Prospectus included therein; . Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Corporation and provided further, that the Trust all information with respect to Exchange Notes received such Holder necessary to make the information previously furnished to the Corporation by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company such Holder not materially misleading. The Corporation and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment Trust agree to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by effective for the Act, in order Rule 144(k) Period (subject to permit extension pursuant to the Prospectus forming part thereof to be usable by Holders last paragraph of Section 3 hereof) or for a such shorter period (which will terminate when all of the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
outstanding (iii) Subject to the provisions of Section 4 hereof, the Company "Effectiveness Period"). The Corporation and the Guarantors Trust shall cause not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Corporation and the Trust will, in the event a Shelf Registration Statement and the related Prospectus and any amendment or supplement theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and use its best efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Corporation and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or supplement, (A) to comply as to form in all material respects filed with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingSEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Hubco Inc), Registration Rights Agreement (United National Bancorp)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon the advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; 2.1, (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 365 days after the original Exchange Offer Registration Statement is declared effective; Date, or (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any if a Holder notifies the Company in writing prior to the 20th day following the consummation of the Exchange Offer that (A) it is prohibited not permitted by applicable law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is or participates in the Exchange Offer and does not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns receive fully tradable Exchange Securities acquired directly from pursuant to the Company or an Affiliate of the CompanyExchange Offer, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The through (iii) the Company shall, at its reasonable cost:
(a) As promptly as practicable, but no later than 60 days after being required to do so under Section 2.2, cause to be filed with the SEC, and the Guarantors thereafter shall use their respective its commercially reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared become effective under the Act within 75 days of such filing (or, if later, as promptly as practicable but no later than 270 days after the Closing Date), pursuant being required to subsection (a) of this do so under Section 32.2, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that nothing in this Section 2.2(a) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2.1; provided, further, that no Holder shall be entitled to have be named as a selling security holder in the Securities held by it covered by such Shelf Registration Statement or be entitled to use a the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder ▇▇▇▇▇▇ has signed and has returned to the Company a completed notice and signed selling securityholder questionnaire in reasonable and customary form as distributed by the reasonable deadline for responses set forth therein; Company consenting to such ▇▇▇▇▇▇’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and provided further, that with respect providing such further information to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and as the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementCompany may reasonably request.
(iib) The Company and the Guarantors shall use their respective Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of one year from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Exchange Date, or (B) the date upon which for such shorter period that will terminate when all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstandingoutstanding or otherwise to be Registrable Securities.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the related Prospectus time each such registration statement or amendment thereto becomes effective, and any amendment or supplement thereto, Prospectus as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereof forming part thereof and any supplement thereto complies in all material respects with the applicable requirements of Securities Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time) (each, as of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b), and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 365 days after the Exchange Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).
Appears in 2 contracts
Sources: Registration Rights Agreement (Omnicom Group Inc.), Registration Rights Agreement (Bunge Global SA)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder (other than the Initial Purchaser) to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities, other than restrictions imposed on Exchanging Dealers, in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective its reasonable best efforts to file as promptly as practicable with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes Securities or Private Exchange Securities received by an the Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their its obligations under this subsection Section 2(a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement or cease Period"). The Company will have the ability to be outstanding.
(iii) Subject to suspend the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date availability of the Shelf Registration Statement for no more than 45 consecutive days or no more than an aggregate of 90 days during any consecutive twelve-month period if it determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and use of the Shelf Registration Statement would (x) require the disclosure of material information which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company (the "Suspension Period"). A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be resumed.
(c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment or supplement, (A) to comply as to form thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 2 contracts
Sources: Exchange and Registration Rights Agreement (Baker Hughes Inc), Exchange and Registration Rights Agreement (Baker Hughes Inc)
Shelf Registration. (a) If If, (i) due to because of any change in applicable law or applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 300 days of the Exchange Offer Registration Statement is declared effective; Issue Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , provided such request is made within 20 Business Days of the consummation of the Registered Exchange Offer or (iv) any Holder notifies the Company that (Aother than a Participating Broker-Dealer) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it Offer or may not resell the Exchange Notes Securities acquired by it them in the Registered Exchange Offer to the public without delivering a prospectus and prospectus, the prospectus contained in Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable, file with the Commission a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement is not Statement, a “Registration Statement”) on an appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration Statement, and thereafter use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for a period of one year from the “effective date of the Shelf Registration Period”) from the date Statement if the Shelf Registration Statement is declared effective by filed at the Commission until request of the first to occur of (AInitial Purchasers) the second anniversary thereof or (B) from the date upon which of its effectiveness or such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer “restricted securities” (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstandingoffer and sell such Securities during that period, unless such action is required by applicable law.
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such Statement, amendment or supplement, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission thereunder and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Shelf Registration. (a) If In the event that (i) due to any change the Issuers or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in law Section 2(a) hereof is not available or may not be consummated as soon as practicable after the last day of the Exchange Period because it would violate applicable securities laws or because the applicable interpretations thereof by of the Commission’s staff, staff of the Company determines upon advice of its outside counsel that it is SEC would not permitted permit the Issuers to effect the Registered Exchange Offer as contemplated by Section 2 hereof; Offer, or (ii) the Exchange Offer is not for any other reason the Exchange Offer Registration Statement is not declared effective consummated within 270 150 days of the Closing Date Time, or (iii) the Issuers or if the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Securities would not, upon receipt, be freely tradeable by such 270th day Holders which are not affiliates of the Issuers without restriction under the Securities Act and without restrictions under applicable blue sky or state securities laws, or a Holder is not a Business Day, permitted by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after applicable law to participate in the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) upon the request of any Holder notifies the Company that (A) Initial Purchaser with respect to any Registrable Securities which it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company and, with respect to other Registrable Securities held by it, if such Initial Purchaser is not permitted, in the opinion of counsel to such Initial Purchaser, pursuant to applicable law or an Affiliate applicable interpretations of the CompanyStaff of the SEC, then to participate in the Company Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company Securities Act and applicable blue sky or state securities laws, the Guarantors shall Issuers shall, at their cost, use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under filed as promptly as practicable after such determination or date, as the Act case may be, and, in any event, within 75 30 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3thereafter, a Shelf Registration Statement relating to providing for the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time of all of the Registrable Securities, and shall use their best efforts to time in accordance with the methods of distribution elected by such Holders and set forth in have such Shelf Registration Statement; providedStatement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, howeverwithin 15 days after receipt of a request therefor, such information as the Issuers may, after conferring with counsel with regard to information relating to Holders that no Holder shall would be entitled required by the SEC to have the Securities held by it covered by be included in such Shelf Registration Statement or be entitled Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to use a Prospectus forming a part thereof unless such Holder which any Shelf Registration is being effected agrees in writing to be bound by furnish to the Issuers all of the provisions of this Agreement applicable information with respect to such Holder and has returned necessary to make the information previously furnished to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form Issuers by the reasonable deadline for responses set forth therein; and provided further, that with respect such Holder not materially misleading. The Issuers agree to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders effective for a period (the “Shelf Registration Period”) of three years from the date of issuance of the Securities (subject to extension pursuant to the last paragraph of Section 3 hereof) (the "Effectiveness Period"); provided; however, that if such Shelf Registration Statement is declared has been filed solely at the request of any Initial Purchaser pursuant to clause (iv) above, the Issuers shall only be required to use their best efforts to keep such Shelf Registration Statement continuously effective by the Commission until the first to occur for a period of (A) the second anniversary thereof or (B) one year from the date upon which all of issuance of the Securities (subject to extension pursuant to the last paragraph of Section 3 hereof) or Exchange Notes, as applicable, for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject . The Issuers shall not permit any securities other than Registrable Securities to be included in the provisions of Section 4 hereofShelf Registration. The Issuers further agree, the Company and the Guarantors shall cause if necessary, to supplement or amend the Shelf Registration Statement and Statement, if required by the related Prospectus and any amendment rules, regulations or supplement thereto, as of instructions applicable to the effective date of registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuers agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or supplement, (A) to comply as to form in all material respects filed with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingSEC.
Appears in 1 contract
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Dayby December 2, by the next succeeding Business Day) 2002 or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effectiveby December 31, 2002; (iii) any the Initial Purchaser so requests determines upon advice of its counsel that a Shelf Registration Statement must be filed in connection with respect to any public offering or sale of Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies (other than the Company that (AInitial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in the public without delivering Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a prospectus and participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales; or (C) it is a Broker-Dealer and owns New Securities acquired directly from the Company or an Affiliate of the Companybeing not "freely tradeable"), then the Company and the Guarantors Guarantor shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) If required pursuant to subsection (a) above,
(i) The the Company and the Guarantors Guarantor, at their cost, shall use their respective reasonable best efforts as promptly as practicable, but in no event later than 90 days after such obligation to file arises, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (oras soon as practicable, if laterbut in no event later than December 31, 270 days after the Closing Date), pursuant to subsection (a) of this Section 32002, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, that with respect to Exchange Notes New Securities received by an the Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors Guarantor may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company take any action that would result in Holders of Securities or New Securities covered thereby not being able to offer and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effectivesell such Securities or New Securities during that period, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of unless (A) the second anniversary thereof such action is required by applicable law; or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered such action is taken by the Shelf Registration Statement have been sold pursuant to Company and the Shelf Registration Statement Guarantor in good faith and for valid business reasons (not including avoidance of the Company's and the Guarantor' obligations hereunder), including, but not limited to, the acquisition or cease to be outstandingdivestiture of assets, so long as the Company and the Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors Guarantor shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActSecurities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Nabors Industries LTD)
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 360 days of the Exchange Offer Registration Statement is declared effective; date of original issue of the Initial Securities (the “Issue Date”), (iii) any Initial Purchaser so requests with respect to the Initial Securities that are (or the Private Exchange Securities) not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the the Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer) is not eligible to participate in the Company Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; , such Holder does not receive freely tradeable Exchange Securities on the date of the exchange (B) it may not resell other than due solely to the Exchange Notes acquired by it status of such Holder as an affiliate of ours within the meaning of the Securities Act), and such Holder so requests the Company in writing on or prior to 20 business days following the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from Offer, the Company or an Affiliate of shall use commercially reasonable efforts to take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts shall, at its cost, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall thereafter use their respective its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) one or more registration statements (collectively, the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such the Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented subject to Sections 3(b) and amended as required by the Act3(j) hereof, in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) (or one year if the Shelf Registration Statement is filed at the request of a Holder or Holders) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding, (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or (iii) cease to be Transfer Restricted Securities (the “Shelf Registration Period”) from the date ). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is declared effective required by applicable law or (ii) such action is taken by the Commission until Company in good faith and for valid business reasons (not including avoidance of the first to occur Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of (Aassets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Noteshereof, as if applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall use its commercially reasonable efforts to cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such Statement, amendment or supplement, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleadingmisleading (other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein).
Appears in 1 contract
Sources: Registration Rights Agreement (Catalent Pharma Solutions, Inc.)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer Offers as contemplated by Section 2 hereof; hereof or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 180 days of following the Closing Date or (or if such 270th day is not a Business Day, by the next succeeding Business Dayiii) or for any other reason the Registered Exchange Offer is Offers are not consummated within 30 Business Days after 210 days following the Exchange Offer Registration Statement is declared effective; Closing Date, or (iiiiv) any the Initial Purchaser so requests with respect to Securities that are Debentures not eligible to be exchanged for Exchange Notes Debentures in the a Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offers, or (ivv) if under any applicable laws or applicable interpretations thereof any Holder notifies at the Company that time of the Registered Exchange Offers (Aincluding the Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer; Offers or (Bvi) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to (other than an Exchanging Dealer), does not receive freely tradeable thereafter Exchange Debentures in exchange for tendered Debentures, the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company shall at its own cost, as promptly as practicable file and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable its best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days by the 210th day after the Closing Date), pursuant to subsection Date (aor promptly in the event of a request by the Initial Purchaser) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities Debentures or the Exchange NotesDebentures, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedPROVIDED, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided furtherHOWEVER, that with respect to Exchange Notes Debentures received by an the Initial Purchaser in exchange for Securities Debentures constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their its obligations under this subsection paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by effective until the Act, in order to permit earliest of (i) the Prospectus forming part thereof to be usable by Holders for a period third anniversary of the Closing Date (or the “Shelf Registration Period”) from first anniversary of the effective date of the Shelf Registration Statement if such Shelf Registration Statement is declared effective by filed at the Commission until request of the first to occur of Initial Purchaser), (Aii) the second anniversary thereof time when the Debentures registered under the Shelf Registration Statement can be sold by non-Affiliates pursuant to Rule 144 under the Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 or (Biii) the date upon which such time as all the Securities Debentures or Exchange NotesDebentures, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to in any such case, such period being called the provisions of Section 4 hereof"Shelf Registration Period"); PROVIDED, HOWEVER, that the Company and will have the Guarantors shall cause ability to suspend the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date availability of the Shelf Registration Statement or such amendment or supplementduring any consecutive 365-day period for up to two periods of up to 45 consecutive days, but no more than an aggregate of 60 days during any 365-day period (A) to comply as to form in all material respects with a "Suspension"), PROVIDED that the applicable requirements Company notifies the holders of the Act; and (B) not to contain Debentures covered thereby of any untrue statement of a material fact or omit to state a material fact such Suspension as required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingby Section 4(c)(2)(iii).
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is and the Subsidiary Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 165 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; or (C) it is a Broker-Dealer and owns tendered Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Subsidiary Guarantors each shall use their respective its reasonable best efforts to file with the Commission within as promptly as practicable (but in no event more than 30 days after such filing obligation arises (orso required or requested pursuant to this Section 2) with the Commission, if later, 150 days after the Closing Date) and thereafter each shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedregistration statement (hereafter, howevera "SHELF REGISTRATION STATEMENT" and, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement"REGISTRATION STATEMENT").
(iib) The Company and the Subsidiary Guarantors each shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company and the Subsidiary Guarantors each shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to be outstandingoffer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Subsidiary Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Canton Oil & Gas Co)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 360 days of the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests in writing to the Issuers within 30 days after the consummation of the Registered Exchange Offer with respect to Securities that are Senior Subordinated Notes not eligible to be exchanged for Exchange Senior Subordinated Notes in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it participates in the Registered Exchange Offer does not receive freely transferable Exchange Senior Subordinated Notes in exchange for tendered Senior Subordinated Notes (other than due solely to the public without delivering a prospectus status of such Holder as an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or any Guarantor) and so notifies the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for Issuers within 30 days after such resales; Holder first becomes aware of such restrictions, or (Cv) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyIssuers so elect, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company Issuers and the Guarantors shall use their respective reasonable best efforts to file as promptly as practicable with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, Transfer Restricted Senior Subordinated Notes (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (a “Shelf Registration Statement; provided” and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf “Registration Statement”).
(iib) The Company Issuers and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Senior Subordinated Notes for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, Transfer Restricted Senior Subordinated Notes covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Senior Subordinated Notes become eligible for resale without regard to the volume, manner of sale and other restrictions contained in Rule 144 under the Securities Act pursuant to paragraph (k) thereof (in any such case, such period being called the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Senior Subordinated Notes covered thereby not being able to offer and sell such Transfer Restricted Senior Subordinated Notes during that period, unless (A) such action is required by applicable law or cease to be outstanding(B) such action was permitted by Section 2(c).
(iiic) Subject Notwithstanding the provisions of Section 2(b) (but subject to the provisions of Section 4 3(b)), the Issuers and the Guarantors may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued.
(d) Notwithstanding any other provisions hereof, the Company Issuers and the Guarantors shall cause will ensure that (i) the Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) the Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) not to does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Erie Shores Emergency Physicians, Inc.)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective consummated within 270 210 calendar days of after the Closing Date (or if such 270th day provided that the Issuer is not a Business Daythen actively pursuing such effectiveness or consummation, by as the next succeeding Business Daycase may be), (iii) or the Registered Exchange Offer is not consummated within 30 Business Days after consummation of the Exchange Offer Registration Statement is declared effective; (iii) any and upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by any Registrable Bonds which it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate Issuer then in case of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) each of clauses (i) The Company and through (iii) the Guarantors shall use Issuer shall, at their respective reasonable best efforts to cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 210 calendar days after the Closing Date), pursuant to subsection except in the case of clause (aiii) of this Section 3the preceding paragraph, which shall be no later than 90 days following such request, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Bonds by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company and the Guarantors shall use their respective Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective Registrable Bonds were originally issued by the Commission until the first to occur of Issuer, (A) the second anniversary thereof or (Bii) the date upon on which the Registrable Bonds become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, Registrable Bonds covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstandingoutstanding or otherwise to be Registrable Bonds.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its best efforts to ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of 1933 Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Bonds copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 165 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to file with the Commission within as promptly as practicable (but in no event more than 30 days after such filing obligation arises (orso required or requested pursuant to this Section 2) with the Commission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; provided" and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement").
(iib) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Subsidiary Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to be outstandingoffer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Subsidiary Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Argo Tech Corp)
Shelf Registration. (a) If (i) due At such time as the Company is able to use Form F-3 under the Securities Act (or any change in law or applicable interpretations thereof successor form) for sales of Registrable Common Shares by a Holder, at the Commission’s staffrequest of Holders of the lesser of (x) 5% of the Registrable Common Shares (without reduction for Common Shares that cease to be Registrable Common Shares) and (y) Registrable Common Shares having an aggregate market value of at least $25 million, the Company determines upon advice shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Common Shares for which it receives requests in accordance with Section 3(a) (the “Shelf Registration”). The Company shall use its outside counsel that it commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) two years following the date on which such Registration Statement first becomes effective (but one year if the Company is not permitted able to effect use Form F-3 under the Registered Exchange Offer as contemplated by Section 2 hereof; Securities Act (or any successor form)), and (ii) for any other reason the Exchange Offer date on which all Registrable Common Shares covered by such Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus have been sold and the prospectus contained in the Exchange Offer Registration Statement is not appropriate distribution contemplated thereby has been completed or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) belowhave become freely tradeable pursuant to Rule 144 without regard to volume.
(b) The Shelf Registration Statement pursuant to this Section 3 shall to the extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any takedown under the Shelf Registration pursuant to this Section 3 may or may not be underwritten; provided that (i) The Holders may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the Guarantors number of Demand Registrations available shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises be reduced by one subject Section 2(b)) or (or, if later, 150 days after the Closing Dateii) and shall use their respective reasonable best efforts to cause Holders may request an unlimited number of underwritten takedowns to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time effected in accordance with the methods terms of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder Section 4. The Company shall be entitled to have effect the Shelf Registration on any available form under the Securities held by it covered by such Act.
(c) In the event of a request for a Shelf Registration pursuant to Section 3(a), the Company shall give written notice of the proposed filing of the Registration Statement or be entitled in connection therewith to use a Prospectus forming a part thereof unless all Holders of Registrable Common Shares offering to each such Holder agrees in writing the opportunity to be bound by have any or all of the provisions of this Agreement applicable to Registrable Common Shares held by such Holder and has returned included in such registration statement. Each Holder of Registrable Common Shares desiring to have its Registrable Common Shares registered under this Section 3(c) shall so advise the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by writing within 15 days after the reasonable deadline for responses date of such notice from the Company (which request shall set forth therein; the amount of Registrable Common Shares for which registration is requested), and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer shall include in such Registration Statement containing all such Registrable Common Shares so requested to be included therein.
(d) The number, percentage, fraction or kind of shares referred to in this Section 4 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the information required by Item 507 or 508 shares of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect theretoCommon Stock.
(e) (e) The Company, and any such Exchange Offer Registration Statementother holder of the Company’s securities who has registration rights, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a may include its securities in any Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold effected pursuant to the Shelf Registration Statement or cease to be outstandingthis Section 3.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Diana Shipping Inc.)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s Commission or its staff, the Company determines Issuers and the Guarantors determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereofhereof with respect to some or all of the Securities; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after of the date of the effectiveness of an Exchange Offer Registration Statement is declared effectiveStatement; (iii) any prior to the 20th day following consummation of the Registered Exchange Offer (A) the Initial Purchaser Purchasers so requests request in writing with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer, or (B) any Holder (other than the Initial Purchasers) is not eligible to participate in the Registered Exchange Offer (other than by reason of such Holder being an Affiliate of the Issuers); or (iv) any Holder notifies if the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it Initial Purchasers participate in the Registered Exchange Offer or acquire New Securities pursuant to the public without delivering a prospectus Section 2(f) hereof, and the prospectus contained Initial Purchasers do not receive freely tradable New Securities in exchange for Securities constituting any portion of an unsold allotment, the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company Issuers and the Guarantors shall effect at their cost a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company If obligated to file the Shelf Registration Statement, the Issuers and the Guarantors shall use their respective reasonable best efforts as promptly as reasonably practicable (or, in the case of a filing pursuant to Section 3(a)(i), prior to the Exchange Offer Effectiveness Deadline), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective commercially reasonable best efforts to cause to be declared effective under the Securities Act within 75 180 days of (or if such filing day is not a Business Day, the next succeeding Business Day) after so required or requested (or, if later, 270 days after the Closing Date“Shelf Effectiveness Deadline”), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned (it being understood that the Company shall not be obligated to file a Shelf Registration Statement pursuant to this Section 3 solely for the benefit of Holders who would have received freely transferable Securities pursuant to the Company Registered Exchange Offer had they not (A) failed to duly tender their Securities for exchange pursuant to the Registered Exchange Offer, or otherwise failed to comply with the requirements of the Registered Exchange Offer as provided in Section 2 hereof or (B) failed to furnish to the Issuers and the Guarantors such information as the Issuers and the Guarantors may request in writing in accordance with Section 4(o) in connection with a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinShelf Registration Statement); and provided provided, further, that with respect to Exchange Notes New Securities received by an the Initial Purchaser Purchasers in exchange for Securities constituting any portion of an unsold allotment, the Company Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the any Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Notwithstanding the foregoing, the Issuers and the Guarantors may delay filing a Shelf Registration Statement, and any amendment thereto, and may withhold efforts to cause such Shelf Registration Statement, and any such amendment thereto, to become effective for a period of up to 60 days, if the Issuers and Parent determine in good faith that such Shelf Registration Statement, and any such amendment thereto, might interfere with or affect the negotiation or completion of any transaction that is being contemplated by Parent (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised; provided, however, that the Issuers may not exercise such right of delay or withholding of efforts more frequently than two times in any 12-month period and the aggregate period of any such delays or withholdings shall not exceed 60 days in any such 12-month period.
(ii) The Company Subject to Section 4(c), the Issuers and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur earliest of (A) the second first anniversary thereof of the effective date of the Shelf Registration Statement or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold or distributed pursuant to the Shelf Registration Statement or cease have ceased to be outstandingRegistrable Securities.
(iii) Subject to the provisions of Section 4 hereof, the Company The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Securities Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingmisleading (it being understood that the Issuers and the Guarantors shall not be responsible for any information pertaining to any Holder provided by or on behalf of such Holder).
Appears in 1 contract
Sources: Registration Rights Agreement (CBS Outdoor Americas Inc.)
Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the Commission’s staffStaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 120 days after the Closing Date, or (iii) upon the request, received no later than 30 Business Days days after the Exchange Offer Registration Statement is declared effective; consummated, of any Holder (iiiother than an Initial Purchaser) any Initial Purchaser so requests with respect to Securities that are who is not eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and that are held by it following consummation of so notifies the Registered Exchange Offer; Company setting forth the reason for such ineligibility or (iv) any Holder notifies upon the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in request, received no later than 30 days after the Exchange Offer Registration Statement is not appropriate or available for such resales; or consummated, of any Initial Purchaser (Cwith respect to any Registrable Securities which it acquired directly from the Company) who holds Registrable Securities which it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate if such Initial Purchaser is not permitted, in the opinion of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts counsel to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date)Initial Purchaser, pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale applicable law or applicable interpretation of the Securities or Staff of the SEC to participate in the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotmentOffer, the Company and the Guarantors mayshall, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to at its expense,
(A) Statement with the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection Statement) with respect thereto, to offers and any sales of Registrable Securities held by such Holder or such Initial Purchaser after completion of the Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementOffer.
(iiB) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of SEC (A) the second anniversary thereof or (B) one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iv) above) or such shorter period which will terminate when all of the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstandingStatement.
(iiiC) Subject to the notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its best efforts to ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of 1933 Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Pueblo Xtra International Inc)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon the advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; 2.1, (ii) if a Holder notifies the Company in writing prior to the 20th day following the consummation of the Exchange Offer that it is not permitted by applicable law to participate in the Exchange Offer or participates in the Exchange Offer and does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, or (iii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 365 days after the Exchange Offer Registration Statement is declared effective; original Issue Date, then in case of each of clauses (i) through (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.at its reasonable cost:
(ba) (i) The Company and the Guarantors shall use their respective reasonable best efforts to As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its commercially reasonable best efforts to cause to be declared become effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 365 days after the Closing Date), pursuant being required to subsection (a) of this do so under Section 32.2, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that nothing in this Section 2.2(a) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2.1; provided, further, that no Holder shall be entitled to have be named as a selling security holder in the Securities held by it covered by such Shelf Registration Statement or be entitled to use a the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder has signed and has returned to the Company a completed notice and signed selling securityholder questionnaire in reasonable and customary form as distributed by the reasonable deadline for responses set forth therein; Company consenting to such H▇▇▇▇▇’s inclusion in the Prospectus as a selling security holder, evidencing such H▇▇▇▇▇’s agreement to be bound by the applicable provisions of this Agreement and provided further, that with respect providing such further information to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and as the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementCompany may reasonably request.
(iib) The Company and the Guarantors shall use their respective Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of one year from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date, or (B) the date upon which for such shorter period that will terminate when all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement Statement, are freely tradeable pursuant to Rule 144 of the Securities Act and the applicable interpretations of the SEC or cease to be outstandingoutstanding or otherwise to be Registrable Securities.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the related Prospectus time each such registration statement or amendment thereto becomes effective, and any amendment or supplement thereto, Prospectus as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereof forming part thereof and any supplement thereto complies in all material respects with the applicable requirements of Securities Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time) (each, as of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b), and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Exchange Act). In the event that the Exchange Offer is consummated within 365 days after the Issue Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2.
Appears in 1 contract
Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel (who may be an employee of the Company) that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated completed within 30 Business Days 270 days after the Exchange Offer Registration Statement is declared effective; date of the original issuance of the Securities, or (iii) any Initial Purchaser so requests with respect if a Holder notifies the Company in writing prior to Securities the 20th day following the completion of the Registered Exchange Offer that are it is not eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and or in the case of any such Holder that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; , such Holder does not receive freely tradable Exchange Securities in exchange for tendered securities, other than by reason of such Holder being an affiliate of the Company within the meaning of the Securities Act (B) it may not resell being understood that, for purposes of this Section 3, the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from as a result of market making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Company or an Affiliate of the Company, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event later than 60 days after so required or requested to do so pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall thereafter use their respective commercially reasonable best efforts to cause to be declared become effective under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement Statement, or shall, if permitted by Rule 430B under the Act, otherwise designate an existing effective filing with the Commission for use by the Holders of Registrable Securities and by Exchanging Dealers of Exchange Securities as a Shelf Registration Statement, relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof such securities from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration Statement and set forth in such Shelf Registration StatementStatement (such securities to be sold by such Holders under such Shelf Registration Statement being referred to herein as “Shelf Registration Securities”; provided, however, that no Holder shall be entitled to have be named as a selling securityholder in the Securities held by it covered by such Shelf Registration Statement or be entitled to use a the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder has signed and has returned to the Company a completed notice and signed questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect providing such further information to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and as the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementCompany may reasonably request.
(iib) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders of securities covered thereby for a period (the “Shelf Registration Period”) of two years from the date of the Shelf Registration Statement is declared effective by the Commission until the first to occur original issuance of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, such shorter period that will terminate when all securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
outstanding or otherwise cease to be Registrable Securities (iii) Subject to in any such case, such period being called the provisions of Section 4 hereof, the Company and the Guarantors shall cause the “Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingEffectiveness Period”).
Appears in 1 contract
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by In the Commission’s staffevent of Shelf ------------------ Registration Event, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission within 270 180 days of the Closing Date (or if such 270th day is not a Business DayDate, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) if any Initial Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or Offer that are not "freely tradable" Exchange Securities, (iv) if any Holder notifies that is a broker-dealer, is not an affiliate of the Company that (A) it or the Trust and is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer so requests with respect to Registrable Securities held by it following the public without delivering consummation of the Registered Exchange Offer that are not "freely tradable" Exchange Securities (it being understood that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a prospectus and Prospectus containing the prospectus contained information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Registrable Securities shall result in such Exchange Securities being not "freely tradable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Registrable Securities acquired directly from as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradable"), the Company or an Affiliate of the Company, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts to Trust shall, as promptly as practicable, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale covering resales of the Registrable Securities or the Exchange NotesSecurities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled and use their best efforts to have cause the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of declared effective under the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form Act by the reasonable deadline for responses set forth therein210th day (or, if a Shelf Registration Event exists on the 210th day following the Closing Date, by the 240th day) after the Closing Date (or promptly in the event of a request by an Initial Purchaser); and provided furtherprovided, that with respect to Exchange Notes Securities -------- received by an Initial Purchaser in exchange for Registrable Securities constituting any portion of an unsold allotment, the Company and the Guarantors Trust may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their obligations under this subsection paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement; and provided further, that with -------- ------- respect to a Shelf Registration Statement required pursuant to clause (ii) of the preceding paragraph, the consummation of a Registered Exchange Offer shall relieve the Company and the Trust of their obligations under this Section 3(a) but only in respect of their obligations under such clause (ii).
(iib) The Company and the Guarantors Trust shall each use its best efforts to keep effective the Shelf Registration Statement until three years after the Closing Date, or, if Rule 144(k) under the Act is amended to provide a shorter restrictive period, such shorter period (or until one year (plus the aggregate number of days during which any stop order is in effect in respect of such Shelf Registration Statement or during which use of the relevant prospectus has been suspended pursuant to Section 4(l) hereof) after its effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when all the Registrable Securities or Exchange Securities, as applicable, covered by such Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). Furthermore, the Company and the Trust shall each use its best efforts, upon the effectiveness of the Shelf Registration Statement, to promptly upon the request of any Holder to take any action reasonably necessary to register the sale of any Registrable Securities or Exchange Securities of such Holder and compliance by such Holder with the terms hereof and to identify such Holder as a selling securityholder, provided that such Holder provides the Company with all information reasonably necessary to effect such registration. The Company and the Trust shall be deemed not to have used their respective reasonable best efforts to keep the Shelf Registration Statement continuously effectiveeffective during the requisite period if either the Company or the Trust voluntarily takes any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, supplemented and amended as unless (i) such action is required by applicable law, or (ii) such action is taken by the ActCompany in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(l) hereof, if applicable.
(c) Except as described below, in order the event that either (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to permit the Prospectus forming part thereof 120th day following the Closing Date, (b) the Exchange Offer Registration Statement is not declared effective on or prior to be usable by Holders for the 180th day following the Closing Date or (c) the Exchange Offer is not consummated or a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement with respect to the Registrable Securities is not declared effective by on or prior to the Commission until 210th day following the first Closing Date, interest will accrue (in addition to occur the stated interest on the Registrable Securities) from and including the next day following each of (Ai) such 120-day period in the second anniversary thereof case of clause (a) above, (ii) such 180-day period in the case of clause (b) above, and (iii) such 210-day period in the case of clause (c) above. In each case such additional interest (the "Special Payment") will be payable in cash semiannually in arrears on each January 15 and July 15, (each an "Interest Payment Date"), at a rate per annum equal to 0.25% of the principal amount or (B) the date upon which all the Securities or Exchange Notesliquidation amount, as applicable, covered by of the Shelf Registration Statement have been sold Registrable Securities. The aggregate amount of Special Payment payable pursuant to the Shelf Registration Statement above provisions will in no event exceed 0.25% per annum of the principal amount or cease to be outstandingthe liquidation amount, as applicable, of the Registrable Securities.
(iiid) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the If a Shelf Registration Statement Event shall exist on or before the 120th day following the Closing Date, then clauses (a) and the related Prospectus and any amendment or supplement thereto, as (i) of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.preceding paragraph shall not
Appears in 1 contract
Sources: Registration Rights Agreement (Leucadia Capital Trust I)
Shelf Registration. (a) If (i) due At such time as the Company is able to use Form S-3 under the Securities Act (or any change in law or applicable interpretations thereof successor form) for sales of Registrable Common Shares by a Holder, at the Commission’s staffrequest of Holders of the lesser of (x) 5% of the Registrable Common Shares (without reduction for Common Shares that cease to be Registrable Common Shares) and (y) Registrable Common Shares having an aggregate market value of at least $25 million, the Company determines upon advice shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Common Shares for which it receives requests in accordance with Section 3(a) (the “Shelf Registration”). The Company shall use its outside counsel that it commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) two years following the date on which such Registration Statement first becomes effective (but one year if the Company is not permitted able to effect use Form S-3 under the Registered Exchange Offer as contemplated by Section 2 hereof; Securities Act (or any successor form)), and (ii) for any other reason the Exchange Offer date on which all Registrable Common Shares covered by such Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus have been sold and the prospectus contained in the Exchange Offer Registration Statement is not appropriate distribution contemplated thereby has been completed or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) belowhave become freely tradeable pursuant to Rule 144 without regard to volume.
(b) The Shelf Registration Statement pursuant to this Section 3 shall to the extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any takedown under the Shelf Registration pursuant to this Section 3 may or may not be underwritten; provided that (i) The Holders may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days number of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder Demand Registrations available shall be entitled to have the Securities held reduced by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iione subject Section 2(b)) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.or
Appears in 1 contract
Sources: Registration Rights Agreement (Genco Shipping & Trading LTD)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason file the Exchange Offer Registration Statement is not declared effective within 270 days of or to consummate the Closing Date (or if such 270th day is not a Business Day, by Exchange Offer because the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after permitted by applicable law or SEC policy, (ii) the Exchange Offer Registration Statement is declared effective; not for any other reason consummated by the Target Consummation Date, (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange holder of Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aa) due to a change in law or policy, in the opinion of counsel, it is prohibited by not entitled to participate in the Exchange Offer, (b) due to a change in law or Commission policy from participating policy, in the Registered Exchange Offer; (B) opinion of counsel, it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and (x) the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; resales by such holder and (y) such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders or (Cc) it is a Brokerbroker-Dealer dealer and owns Securities Notes acquired directly from the Company or an Affiliate affiliate of the Company, then (iv) the Company holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (v) the Guarantors Exchange Offer shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission not have been consummated within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Issue Date (the date of any of (i)-(v), the "Shelf Registration Event Date) and shall "), then the Company shall, at its cost, use their respective reasonable its best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, filed a Shelf Registration Statement relating prior to the offer later of (A) 60 days after the Shelf Registration Event Date and sale (B) 150 days after the Issue Date and use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 90 days after the filing of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no . Each Holder shall be entitled as to have the Securities held by it covered by such which any Shelf Registration Statement or be entitled is being effected agrees to use a Prospectus forming a part thereof unless such Holder agrees in writing furnish to be bound by the Company all of the provisions of this Agreement applicable information with respect to such Holder and has returned necessary to make any information previously furnished to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) Holder not materially misleading. The Company and the Guarantors shall agrees to use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders effective for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective under the Securities Act by the Commission SEC (the "Shelf Effectiveness Date"), or until one year after the first Shelf Effectiveness Date if the Shelf Registration Statement is filed at the request of an Initial Purchaser, or in either case, such longer period as may be required by applicable law (subject to occur extension pursuant to the last paragraph of Section 3 hereof) (A) or such shorter period that will terminate when all of the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, Transfer Restricted Notes covered by the such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement thereto or cease to be outstanding.
) (iii) Subject to the provisions of Section 4 hereof"Effectiveness Period"); provided, however, that the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date Effectiveness Period in respect of the Shelf Registration Statement or such amendment or supplement, (A) shall be extended to the extent required to permit dealers to comply as to form in all material respects with the applicable prospectus delivery requirements of Rule 174 under the Act; Securities Act and (B) as otherwise provided herein. The Company shall not to contain permit any untrue statement of a material fact or omit to state a material fact required securities other than Transfer Restricted Notes to be stated therein or necessary in order to make the statements therein (included in the case Shelf Registration. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the Prospectus, in the light of the circumstances under which they were made) not misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Mandalay Resort Group)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 360 days of the Exchange Offer Registration Statement is declared effectivedate hereof; (iii) any the Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies (other than the Company that (AInitial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer; (B) it may not resell , the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company Issuers and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company Issuers and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective under the Act Act, within 75 days of such filing (or, if later, 270 180 days after the Closing Date), pursuant to subsection (a) of this Section 3it is filed, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, that with respect to Exchange Notes New Securities received by an the Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company Issuers and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to in any such case, such period being called the provisions of Section 4 hereof, the Company "Shelf Registration Period"). The Issuers and the Guarantors shall cause be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the requisite period if either Issuer or any Guarantor voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and the related Prospectus and any amendment or supplement theretosell such Securities during that period, as of the effective date of the Shelf Registration Statement or such amendment or supplement, unless (A) to comply as to form in all material respects with the such action is required by applicable requirements of the Actlaw; and or (B) such action is taken by such Issuer or such Guarantor in good faith and for valid business reasons (not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case including avoidance of the ProspectusIssuers' or the Guarantors' obligations hereunder), in including the light acquisition or divestiture of assets, so long as the circumstances under which they were madeIssuers and the Guarantors promptly thereafter comply with the requirements of Section 5(k) not misleadinghereof, if applicable.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Plains All American Pipeline Lp)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 180 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 45 days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the public without delivering requirement that an Exchanging Dealer deliver a prospectus and the prospectus contained Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company as a result of market-making activities or an Affiliate of the Companyother trading activities shall not result in such New Securities being not “freely tradeable”), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to as promptly as practicable file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 90 days after the Closing Date)being required or requested, pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from Period”)from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if any of them voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or cease otherwise undertaken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to be outstandingSection 4(k)(ii) hereof.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 1 contract
Shelf Registration. Plains shall, as promptly as reasonably practicable, but in any event within ninety (a90) If days of the date of Closing (as defined in the Agreement), prepare and file with the Securities and Exchange Commission ("SEC'):
(i) due a shelf registration statement (the "Preferred Stock & Conversion Shares Registration Statement") pursuant to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days Rule 415 of the Closing Date Securities Act of 1933, as amended (or if such 270th day is not a Business Day, by the next succeeding Business Day"Securities Act") or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation shares of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus preferred Stock and the prospectus contained in shares of Common Stock of plains into which the Exchange Offer Registration Statement Preferred Stock and any dividend arrearage thereon is not appropriate convertible or available for such resales; or exchangeable (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company"Conversion, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(bShares") (i) The Company the Preferred Stock and Conversion Shares collectively referred to as the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date"Shares") and shall use their respective reasonable its best efforts to cause the Preferred Stock & Conversion Shares Registration Statement to become and remain effective until such time as all of the outstanding Shares can be declared effective resold pursuant to SEC Rule 144(k) (or any successor provision) under the Act within 75 days of such filing Securities Act; and
(or, if later, 270 days after ii) a shelf registration statement (the Closing Date), "Warrant Shares Registration Statement") pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale Rule 415 of the Securities Act with respect to the Warrant Shares and use its best efforts to cause the Warrant Shares Registration Statement to become and remain effective until the earlier of(x) the expiration of the Warrant or (y) such time as all of the Exchange NotesWarrant Shares can be resold pursuant to SEC Rule 144(k) (or any successor provision) under the Securities Act. 2 The Preferred Stock & Conversion Shares Registration Statement and the Warrant Shares Registration Statement are collectively referred to herein as the "Registration Statements". Shell Shareholder shall, within ten (10) days of the Closing, notify Plains of its proposed method of distribution of the Shares and the Warrant Shares, and the plan(s) of the distribution in each of the Registration Statements shall be to sell the Shares only through the methods of distribution so specified by Shell Shareholder. In the absence of a contrary written indication by Shell Shareholder, the Plan of Distribution in each of the Registration Statements shall be deemed to be as applicable, by the Holders thereof follows: "The Shares or Warrant Shares may be sold from time to time by or for the account of holder thereof in the over-the-counter market, or otherwise at prices and on terms then prevailing or at prices related to then current market price, in negotiated transactions or, with respect to the Conversion Shares or Warrant Shares, on the American Stock Exchange ("AMEX"). The Shares or the Warrant Shares may be sold by any one or more of the following methods:
(i) a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
(ii) purchase by broker or dealer as principal and resale by such broker or dealer for its account pursuant to the Prospectus;
(iii) exchange distributions and/or secondary distributions of the Conversion Shares or the Warrant Shares in accordance with the methods rules of the AMEX;
(iv) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and
(v) privately negotiated transactions. Shell Shareholder may effect any such transaction by selling Shares or Warrant Shares through broker-dealers, and such broker-dealers may receive compensation in the form of commissions from Shell Shareholder (which commissions will not exceed the customary in the types of transactions involved). Shell Shareholder and any broker-dealers that participate in the distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall of the Shares or the Warrant Shares may be entitled deemed to have be "underwriters" within the meaning of the Securities held by it covered by Act in connection with such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect theretosales, and any profit on the sale of Shares by it and any commissions received by any such Exchange Offer Registration Statement, as so amended, shall broker-dealers may be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof deemed to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstandingunderwriting discounts and commissions.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading."
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it 's staff Holdings is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 165 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests in writing within 60 days after the Registered Exchange Offer with respect to Securities Private Exchange Securities, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that are not eligible to be exchanged for Exchange Notes participates in the Registered Exchange Offer and that are held by it following consummation of the Registered does not receive freely transferable Exchange Offer; Securities in exchange for tendered Securities, or (ivvi) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyHoldings so elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(ba) (i) The Company and the Guarantors Holdings shall use their respective its reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after so required or requested, in each case pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have the a Securities or Exchange Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors Holdings shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon on which all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). Holdings shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by Holdings in good faith and for valid business reasons (not including avoidance of its obligations hereunder), including, without limitation, the acquisition or cease to be outstanding.
(iii) Subject to divestiture of assets, so long as Holdings within 120 days thereafter complies with the provisions requirements of Section 4 4(j) hereof, the Company and the Guarantors shall cause . Any such period during which Holdings fails to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the related Prospectus and any amendment or supplement thereto, as of the effective date of that Holdings gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the company that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period.
(c) Notwithstanding any other provisions hereof, Holdings will ensure that (i) any Shelf Registration Statement and any amendment or supplement, (A) to comply as to form thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to Holdings by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Lin Holdings Corp)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered file an Exchange Offer as contemplated Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 2 hereof; 7(a) hereof have been complied with), (ii) for any other reason reason, the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 30 Business Days after of the Exchange Offer Registration Statement is declared effective; Effectiveness Target Date, or (iii) any Initial Purchaser so requests with respect to Holder of Entitled Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company in writing that (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer; , or (B) it such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; resales by such Holder, or (C) it such Holder is a Broker-Dealer and owns Securities holds Initial Notes acquired directly from the Company or an Affiliate one of the Companyits affiliates, then then, upon such Holder’s written request, the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall:
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective filed a shelf registration statement pursuant to Rule 415 under the Act within 75 days of such filing (orSecurities Act, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall which may be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Entitled Securities the Holders of which shall have provided the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred pursuant to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Section 5(b) hereof; and
(ii) The use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 180th day after so requested or required pursuant to this Section 5 and to keep it continuously effective until the earliest of (i) the date on which all Entitled Securities entitled to the benefit of this Section 5(a) have been sold pursuant to the Shelf Registration Statement, (ii) the date on which all Entitled Securities are no longer “restricted securities” within the meaning of Rule 144 of the Securities Act and (iii) the date which is one year after the Closing Date, such shortest time period referred to as the “Effectiveness Period.” During the Effectiveness Period, the Company and the Guarantors shall use their respective its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order provisions of Sections 7(b) and (c) hereof to permit the Prospectus forming part thereof extent necessary to be usable by Holders ensure that it is available for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective resales of Initial Notes by the Commission until the first to occur Holders of (A) the second anniversary thereof or (B) the date upon which all the Entitled Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant entitled to the Shelf Registration Statement or cease benefit of this Section 5(a), and to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form ensure that it conforms in all material respects with the applicable requirements of this Agreement, the Act; Securities Act and the policies, rules and regulations of the Commission as announced from time to time. Notwithstanding the foregoing and any other provision hereof, the Company may suspend the availability of the Shelf Registration Statement, without being required to pay any Additional Interest (B) as defined below), upon written notice to the Holders (which notice shall be accompanied by an instruction to suspend the use of the Prospectus), for one or more periods not to exceed 60 consecutive days in any 90-day period, and not to exceed, in the aggregate, 95 days in any 365-day period (each such period, a “Suspension Period”) if:
(i) an event occurs and is continuing that, in the Company’s good faith judgment, would require the Company to make changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectusprospectus, in the light of the circumstances under which they were made) not misleading; and
(ii) the Company reasonably determines that the disclosure of such event at such time would have a material adverse effect on the business of the Company (and its subsidiaries, if any, taken as a whole).
Appears in 1 contract
Sources: Registration Rights Agreement (Mercer International Inc.)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 210 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effectiveIssue Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the public without delivering requirement that an Exchanging Dealer deliver a prospectus and the prospectus contained Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company as a result of market-making activities or an Affiliate of the Companyother trading activities shall not result in such New Securities being not “freely tradeable”), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided provided, further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years after the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or cease (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to be outstandingthe extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Subject to Notwithstanding the foregoing provisions of this Section 4 hereof3, the Company and the Guarantors may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActAct and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Amc Entertainment Inc)
Shelf Registration. (a) If (i) due to If, because of any change in law or ------------------ applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 150 days of following the Closing Date (date hereof, or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; cannot be consummated within 180 days following the date hereof, or (iii) if any Holder (other than an Initial Purchaser so requests with respect to Securities that are Purchaser) is not eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) upon the written request of any Holder notifies Initial Purchaser (with respect to any Registrable Notes which it acquired from the Company that (ACompany) it is prohibited by law or Commission policy from participating in following the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in consummation of the Exchange Offer Registration Statement is not appropriate or available for if any such resales; or (C) Initial Purchaser shall hold Registrable Notes which it is a Broker-Dealer and owns Securities acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to such Initial Purchaser, pursuant to applicable law or an Affiliate applicable interpretation of the Companystaff of the SEC to participate in the Exchange Offer, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.will, at its own cost:
(bA) (i) The Company and the Guarantors shall use their respective reasonable best efforts to as promptly as practicable, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, SEC a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, then outstanding Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Registrable Notes and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled and use its best efforts to have the Securities held by it covered by cause such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound declared effective by all the SEC by the 180th day after the date hereof (or promptly in the event of a request any Initial Purchaser pursuant to clause (iv) above). In the provisions of this Agreement applicable to such Holder and has returned to event that the Company is required to file a completed Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and signed selling securityholder questionnaire in reasonable and customary form use its best efforts to have declared effective by the reasonable deadline for responses set forth therein; and provided further, that SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to Exchange all Registrable Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to Shelf Registration Statement (which may be a Registration Statement combined with the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection Statement) with respect thereto, to offers and any sales of Registrable Notes held by such Holder or such Initial Purchaser after completion of the Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Offer;
(iiB) The Company and the Guarantors shall use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the date hereof or such shorter period which will terminate when all of the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, Registrable Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease all of the Registrable Notes become eligible for resale pursuant to be outstanding.Rule 144 under the 1933 Act without volume restrictions; and
(iiiC) Subject to the notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its efforts to ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of the 1933 Act; , (ii) any Shelf Registration Statement and (B) not to any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If In the event that (i) due to any change the Company or the Majority Holders reasonably determine, after conferring with outside counsel, that the Exchange Offer Registration provided in law Section 2(a) above is not available or may not be consummated as soon as practicable after the last day of the Exchange Period because it would violate applicable securities laws or because the applicable interpretations thereof by of the Commission’s staff, staff of the SEC would not permit the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; Offer, or (ii) the Exchange Offer is not for any other reason the Exchange Offer Registration Statement is not declared effective consummated within 270 150 days of the Closing Date Time, or (iii) the Company or if the Majority Holders reasonably determine, after conferring with outside counsel, that the Exchange Securities would not, upon receipt, be freely tradeable by such 270th day Holders which are not affiliates of the Company without restriction under the Securities Act, or a Holder is not a Business Day, permitted by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after applicable law to participate in the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) upon the request of any Holder notifies the Company that (A) Purchaser with respect to any Registrable Securities which it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company and, with respect to other Registrable Securities held by it, if such Purchaser is not permitted, as confirmed by a written opinion of outside counsel to such Purchaser, pursuant to applicable law or an Affiliate applicable interpretations of the CompanyStaff of the SEC, then to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "SHELF REGISTRATION EVENT" and the date of occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall shall, at its cost, use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable its best efforts to cause to be declared effective under filed as promptly as practicable after such Shelf Registration Event Date, as the Act case may be, and, in any event, within 75 30 days of after such filing Shelf Registration Event Date (or, if later, 270 which shall be no earlier than 90 days after the Closing DateTime), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to providing for the offer and sale of the Securities or the Exchange Notes, as applicable, by the applicable Holder or Holders thereof from time of all of its or their Registrable Securities, and shall use its best efforts to time in accordance with the methods of distribution elected by such Holders and set forth in have such Shelf Registration Statement; provided, however, that no Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the reasonable deadline SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for responses set forth inclusion in any Shelf Registration Statement or Prospectus included therein; and provided further, that . Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, such Holder necessary to make the information previously furnished to the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) Holder not materially misleading. The Company and the Guarantors shall agrees to use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders effective for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all issuance of the Securities (subject to extension pursuant to the last paragraph of Section 3 hereof) or Exchange Notes, as applicable, for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
outstanding (iii) Subject the "EFFECTIVENESS PERIOD"). The Company shall not permit any securities other than Registrable Securities to be included in the provisions of Section 4 hereofShelf Registration. The Company will, in the Company and the Guarantors shall cause the event a Shelf Registration Statement and the related Prospectus and any amendment or supplement theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, and notify each such Holder when the Shelf Registration has become effective. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or supplement, (A) to comply as to form in all material respects filed with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Leiner Health Products Inc)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted required to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the file an Exchange Offer Registration Statement is not declared effective within 270 days of or to Consummate the Closing Date (or if such 270th day is not a Business Day, by Exchange Offer because the next succeeding Business Day) or the Registered Exchange Offer is not consummated permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company within 30 20 Business Days after of the Consummation of the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is that such Holder was prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer; , or (B) it that such Holder may not resell the New Preferred Stock or New Exchange Notes Debentures acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; resales by such Holder, or (C) it that such Holder is a Broker-Dealer and owns Securities holds Preferred Stock or Exchange Debentures acquired directly from the Company or an Affiliate one of the Companyits affiliates, then the Company and shall:
(1) cause to be filed, on or prior to 60 days after the Guarantors shall effect a Shelf date on which the Company determines that it is not required to file the Exchange Offer Registration Statement in accordance with subsection (b) below.
(b) pursuant to clause (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 above or 60 days after the Closing Datedate on which the Company receives the notice specified in clause (ii) above (and shall use their respective reasonable best efforts to cause to be declared effective under the Act in any event within 75 days of such filing (or, if later, 270 180 days after the Closing Date), a shelf registration statement pursuant to subsection Rule 415 under the Act (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall which may be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any pursuant to Section 4(b) hereof;
(2) use its best efforts to cause such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Statement to become effective on or prior to 120 days after the date on which the Company becomes obligated to file such Shelf Registration Statement (and in any event within 240 days after the Closing Date);
(ii3) The Company and the Guarantors shall use their respective reasonable its best efforts to keep the such Shelf Registration Statement continuously effective, supplemented and amended as required by the Actprovisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), in order and to permit ensure that it conforms with the Prospectus forming part thereof requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to be usable by Holders time, for a period of at least three years (the “Shelf Registration Period”as extended pursuant to Section 6(c)(i)) from following the date the on which such Shelf Registration Statement is declared first becomes effective by under the Commission until Act or such shorter period ending when all of the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement available for sale thereunder have been sold pursuant to the Shelf Registration Statement or cease to be outstandingsold.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Petroleum Heat & Power Co Inc)
Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 150 calendar days of following the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 200 calendar days after the Closing Date (provided that, if the Exchange Offer Registration Statement is shall be declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in effective after such 150-day period or if the Registered Exchange Offer and that are held by it following consummation shall be consummated after such 200-day period, then the Company's obligations under this clause (ii) arising from the failure of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement to be declared effective within such 150-day period or the failure of the Exchange Offer to be consummated within such 200-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser) is not appropriate eligible to participate in the Exchange Offer or available for such resales; elects to participate in the Exchange Offer but does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer or (Civ) upon the written request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer; provided that such Initial Purchaser shall hold Registrable Securities that it is a Broker-Dealer and owns Securities acquired directly from the Company and that such Initial Purchaser is not permitted, in the reasonable opinion of counsel to such Initial Purchaser, pursuant to applicable law or an Affiliate applicable interpretation of the Companystaff of the SEC, then to participate in the Exchange Offer, the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall, at its cost:
(bA) (i) The Company and as promptly as practicable, but no later than the Guarantors shall 30th calendar day after such filing obligation arises, use their respective commercially reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Registrable Securities and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled ;
(B) use commercially reasonable efforts to have the Securities held by it covered by cause such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form declared effective by the reasonable deadline for responses set forth thereinSEC as promptly as practicable; and provided furtherthat, that with respect to Exchange Notes Securities received by an Initial Purchaser a broker-dealer in exchange for Securities constituting any portion securities that were acquired by such broker-dealer as a result of an unsold allotmentmarket-making or other trading activities, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staffstaff of the SEC, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their its obligations under this subsection paragraph (A) solely with respect theretoto broker-dealers who acquired their Securities as a result of market-making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use commercially reasonable efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or such Initial Purchaser, as applicable, after completion of the Exchange Offer;
(iiC) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Actrequired, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years, plus any extensions as provided in Section 2(d)(iii) below, after its effective date or such shorter period which will terminate when all of the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or Statement, (ii) cease to be outstanding.
outstanding or (iii) Subject become eligible for resale pursuant to Rule 144 under the Exchange Act without volume restrictions; and
(D) notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming a part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of Securities Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading; provided, however, clauses (ii) and (iii) shall not apply to any information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 240 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering does not receive freely transferable Exchange Securities in exchange for tendered Securities, provided that a prospectus and the prospectus contained in the delivery requirement for an Exchanging Dealer shall be deemed not to cause otherwise freely transferable Exchange Offer Registration Statement is Securities to be not appropriate or available freely transferable Exchange Securities for such resales; purposes of this clause (v), or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective its reasonable best efforts to file with the Commission within as promptly as practicable (but in no event more than 30 days after such filing obligation arises (orso required or requested pursuant to this Section 2) with the Commission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement and Rule 415 under the Securities Act (hereafter, a "Shelf Registration Statement; provided" and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement").
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to be outstandingoffer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Magellan Health Services Inc)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it Pass Through Trustee, the Lessee or the Lease Guarantor is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 210 calendar days of following the Closing Date or (or if such 270th day is not a Business Day, by B) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 270 calendar days after the Exchange Offer Registration Statement Closing Date (provided that neither the Lessee nor the Lease Guarantor is declared effective; then actively pursuing such effectiveness or consummation, as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities that are not eligible to be exchanged for Exchange Notes in any Registrable Certificates which they acquired directly from the Registered Exchange Offer and that are held by it following consummation of Pass Through Trust, the Registered Exchange Offer; Lessee or the Lease Guarantor, (iv) upon the written request of any Holder notifies the Company that either (A) it is prohibited not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell staff of the Exchange Notes acquired by it in the Registered Exchange Offer SEC to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (CB) it is a Broker-Dealer participates in the Exchange Offer and owns Securities acquired directly from does not receive fully tradable Exchange Certificates pursuant to the Company Exchange Offer, or an Affiliate of (v) if the CompanyLessee and the Lease Guarantor so elect, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The Company through (v) the Lessee and the Guarantors Lease Guarantor shall, at their cost:
(a) as promptly as practicable, file with the SEC, and thereafter shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared or otherwise become effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 210 calendar days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Certificates by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled ;
(b) use their reasonable best efforts to have keep the Securities held by it covered by such Shelf Registration Statement or be entitled continuously effective in order to use a permit the Prospectus forming a part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, (ii) the date on which the Registrable Certificates become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that will terminate when all Registrable Certificates covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Certificates; and
(c) notwithstanding any other provisions hereof, use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Lessee and the Lease Guarantor further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3.1(b) below, and to furnish to the Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Certificates shall be entitled to include any of its Registrable Certificates in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company Lessee or the Lease Guarantor in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form by request therefor, such information as the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company Lessee and the Guarantors Lease Guarantor may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment after conferring with counsel with regard to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall relating to Holders that would be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof SEC to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the included in such Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereofProspectus included therein, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and reasonably request for inclusion in any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply Prospectus included therein. Each Holder as to form in which any Shelf Registration is being effected agrees promptly to furnish to the Lessee or the Lease Guarantor all material respects information with the applicable requirements of the Act; and (B) not respect to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or such Holder necessary in order to make the statements therein (in information previously furnished to the case of Lessee or the Prospectus, in the light of the circumstances under which they were made) Lease Guarantor by such Holder not materially misleading.
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff the Company determines upon advice of its outside counsel that it Issuer and the Guarantor is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 365 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests within 90 days after consummation of the Registered Exchange Offer with respect to Transfer-Restricted Securities that are or Private Exchange Securities not eligible to be exchanged for the applicable Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder of Transfer-Restricted Securities to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder of Transfer-Restricted Securities that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Transfer-Restricted Securities, or (vi) any Transfer-Restricted Securities validly tendered pursuant to the public without delivering a prospectus Registered Exchange Offer are not exchanged for the applicable Exchange Securities promptly after being accepted for exchange:
(a) The Issuer and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors Guarantor shall use their respective reasonable best efforts to file prepare and file, if as required or requested pursuant to this Section 2, with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective no later than the later of (x) 365 days after the Issue Date and (y) 90 days after so required or requested pursuant to this Section 2, a shelf registration statement on an appropriate form under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer-Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a “Shelf Registration Statement; provided” and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf “Registration Statement”).
(iib) The Company Issuer and the Guarantors Guarantor shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders of Transfer-Restricted Securities for a period of (i) six months from the first day that the Shelf Registration Statement becomes effective or (ii) such shorter period that will terminate upon the earlier to occur of (x) all of the Transfer-Restricted Securities covered by such Shelf Registration Statement having been sold pursuant thereto or (y) all of such Securities ceasing to be Transfer-Restricted Securities (the period from the effective date of such Shelf Registration Statement until the earlier of the events described in clauses (i) and (ii) above, the “Shelf Registration Period”).
(c) from In the absence of events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Issuer and the Guarantor shall not be permitted to discharge their obligations under Section 1 hereof by means of the filing of a Shelf Registration Statement.
(d) The Issuer will have the ability to suspend the Shelf Registration Statement, as limited below (a “Suspension Period”), if the Issuer determines, in its reasonable judgment, that the continued effectiveness and/or use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Issuer. A Suspension Period shall commence on and include the date that the Issuer gives written notice to all Holders of Transfer-Restricted Securities that the Shelf Registration Statement is declared no longer effective by or the Commission until the first to occur prospectus included therein is no longer usable for offers and sales of (A) the second anniversary thereof or (B) the date upon which all the Transfer-Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the such Shelf Registration Statement and continue until holders of such Transfer-Restricted Securities (as defined below) either receive the related Prospectus copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or receive an Advice (as defined below) that use of the prospectus may be resumed. No Suspension Period shall be for more than 30 consecutive days and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) Suspension Periods may not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (exceed 60 days in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingaggregate during any twelve month period.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (SAIC, Inc.)
Shelf Registration. (a) If In the event that
(i) due to any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staff, staff of the SEC do not permit the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; ,
(ii) if for any other reason the Exchange Offer Registration Registra- tion Statement is not declared effective within 270 150 days of following the Closing Issue Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; Issue Date,
(iii) any upon the request of the Initial Purchaser so requests Purchasers acquiring a majority of the initial aggregate principal amount of the Securities with respect to any Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by which it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company and, with respect to other Registrable Securities held by it, if such Initial Purchasers are not permitted, in the reasonable opinion of counsel to such Initial Purchasers, pursuant to applicable law or an Affiliate applicable interpretations of the Companystaff of the SEC, to partici- pate in the Exchange Offer or otherwise receive securities that are freely tradeable without restriction or limitation as to holding period or volume under the Securities Act and applicable blue sky or state securities laws or
(iv) a Holder is not permitted by applicable law to participate in the Exchange Offer based upon advice of counsel to the effect that such Holder may not be legally able to participate in the Exchange Offer or does not receive Exchange Securities pursuant to the Exchange Offer which are fully tradeable by the Holder without restriction or limitation as to holding period or volume under the Securities Act and under applicable blue sky or state securities laws, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The through (iv) the Company and the Guarantors shall use their respective reasonable best efforts to shall, at its cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable its best efforts to cause to be declared effective under as promptly as practicable but no later than 150 days after the Act Issue Date (or, in the case of a request by the Initial Purchasers acquiring a majority of the initial aggregate principal amount of the Securities, within 75 60 days of such filing (or, if later, 270 days after the Closing Daterequest), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company and the Guarantors shall Subject to Section 2.4(b), use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after its effective date (or one year after its effective date in the “Shelf Registration Period”case of a request solely by Initial Purchasers) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof SEC, or (B) the date upon which for such shorter period that will terminate when all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstandingoutstanding or otherwise to be Registrable Securities.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its best efforts to ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of Securities Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading.
(d) If necessary, supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. The Company shall not be required to include any Registrable Securities of a Holder in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company, within 5 business days after receipt by such Holder of a request therefor, such information as the Company may reasonably request for use in connection with such Shelf Registration Statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Bally Total Fitness Holding Corp)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 225 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests in writing within 60 days after the Registered Exchange Offer with respect to Securities Private Exchange Securities, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that are not eligible to be exchanged for Exchange Notes participates in the Registered Exchange Offer and that are held by it following consummation of the Registered does not receive freely transferable Exchange Offer; Securities in exchange for tendered Securities, or (ivvi) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyIssuers so elect, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors Issuers shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 90 days after so required or requested, in each case pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have the Securities or Exchange Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof Statement, unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors Issuers shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period (ending on the “Shelf Registration Period”) earlier of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon on which all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or cease to be outstanding.
(iii) Subject to divestiture of assets, so long as the provisions Issuers within 120 days thereafter comply with the requirements of Section 4 4(j) hereof, . Any such period during which the Company and the Guarantors shall cause Issuers fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the related Prospectus and any amendment or supplement thereto, as of date that the effective date of Issuers give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.
(c) Notwithstanding any other provisions hereof, the Issuers will ensure that (i) any Shelf Registration Statement and any amendment or supplement, (A) to comply as to form thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (WTNH Broadcasting Inc)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyIssuers so elect, then the Company following provisions shall apply:
(a) The Issuers and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors Guarantor shall use their respective reasonable best efforts to file with the Commission within as promptly as practicable (but in no event more than 30 days after such filing obligation arises (orso required or requested pursuant to this Section 2) with the Commission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; provided" and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement").
(iib) The Company Issuers and the Guarantors Guarantor shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Issuers and the Guarantor shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or cease to be outstanding.
(iiiii) Subject to such action is taken by the provisions Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Issuers within 120 days thereafter comply with the requirements of Section 4 4(j) hereof. Any such period during which the Issuers fail to keep the registration statement effective and usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the Company and date the Guarantors shall cause Issuers give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period.
(c) Notwithstanding any other provisions hereof, the Issuer and the related Prospectus Guarantor will use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment or thereto and any prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Lpa Services Inc)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 150 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 20 business days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orthe "Shelf Filing Date"), if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; provided" and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement").
(iib) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Period"). The Company and the Guarantors shall cause be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions hereof, the related Prospectus Company will ensure that (i) any Shelf Registration Statement and any amendment or thereto and any prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company and the Guarantors shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Rehabilitation Associates of Lafayette Inc)
Shelf Registration. (a) If (i) due to If the Company determines in its ------------------ reasonable discretion that, because of any change in law or applicable interpretations thereof by the Commission’s staffStaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 150 days of following the Closing Date Date, or (or if such 270th day is not a Business Day, by iii) upon the next succeeding Business Dayrequest of ▇▇▇▇▇▇▇ ▇▇▇▇▇ (with respect to any Registrable Securities which the Initial Purchasers acquired directly from the Company) or following the Registered Exchange Offer is not consummated within 30 Business Days after consummation of the Exchange Offer Registration Statement is declared effective; (iii) if any Initial Purchaser so requests with respect to shall hold Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by which it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or an Affiliate applicable interpretation of the CompanyStaff of the SEC to participate in the Exchange Offer, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall, at its cost:
(bA) (i) The Company and the Guarantors shall use their respective reasonable best efforts to as promptly as practicable, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Registrable Securities and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled and use its best efforts to have the Securities held by it covered by cause such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound declared effective by all the SEC by the 180th day after the Closing Date (or promptly in the event of a request by ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to clause (iii) above). In the provisions of this Agreement applicable to such Holder and has returned to event that the Company is required to file a completed Shelf Registration Statement upon the request of ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to clause (iii) above, the Company shall file and signed selling securityholder questionnaire in use its reasonable and customary form best efforts to have declared effective by the reasonable deadline for responses set forth therein; and provided further, that SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to Exchange Notes received by an Initial Purchaser in exchange for all Registrable Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection Statement) with respect thereto, to offers and any sales of Registrable Securities held by such Holder or the Initial Purchasers after completion of the Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Offer;
(iiB) The Company and the Guarantors shall use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of three years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of SEC (A) the second anniversary thereof or (B) one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to clause (iii) above) or such shorter period which will terminate when all of the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.Statement; and
(iiiC) Subject to the notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its best efforts to ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of the Act; 1933 Act and the rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading; provided, however, that, with respect to clauses (ii) and (iii), the Company shall not assume liability for statements in or omissions from the Registration Statement made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holders expressly for use therein. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders or by ▇▇▇▇▇▇▇ ▇▇▇▇▇ with respect to information relating to the Initial Purchasers if such Shelf Registration Statement is filed upon the request of ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to clause (iii) above and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Securities or the Initial Purchasers, as the case may be, copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Thomas & Betts Corp)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 20 days after so required or requested pursuant to this Section 2 and not earlier than 60 days after the Issue Date) with the Commission within 30 days after such filing obligation arises (orthe "Shelf Filing Date"), if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; provided" and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement").
(iib) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Period"). The Company and the Guarantors shall cause be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if the Company or a Guarantor voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions hereof, the related Prospectus Company will ensure that (i) any Shelf Registration Statement and any amendment or thereto and any prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
(d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company and the Guarantors shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Apogent Technologies Inc)
Shelf Registration. (a) If (i) due to because of any change in law or the applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it 's staff Holdings is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason Debentures validly tendered pursuant to the Registered Exchange Offer Registration Statement is are not declared effective within 270 exchanged for Exchange Debentures on or prior to 180 days of after the Closing Date Issue Date, or (iii) an Initial Purchaser so requests on or if such 270th prior to the 20th business day is not a Business Day, by following the next succeeding Business Day) or date on which the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are Debentures or Private Exchange Debentures not eligible to be exchanged for Exchange Notes Debentures in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating the applicable interpretations thereof by the Commission's staff do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder who holds at least $1 million in principal amount of Debentures that participates in the Registered Exchange Offer and does not receive freely transferable Exchange Debentures in exchange for tendered Debentures on or prior to the public without delivering a prospectus and 20th business day following the prospectus contained in date on which the Registered Exchange Offer Registration Statement is not appropriate or available for such resales; consummated, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyHoldings so elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(ba) (i) The Company and the Guarantors Holdings shall use their respective its reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, Transfer Restricted Debentures (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, provided that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities any Debentures held by it such Holder covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors Holdings shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Debentures for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, Transfer Restricted Debentures covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Debentures become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). Holdings shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that results in Holders of Transfer Restricted Debentures covered thereby not being able to offer and sell such Transfer Restricted Debentures during that period, unless (i) such action is required by law or cease the applicable interpretations thereof by the Commission's staff or (ii) such action is taken by Holdings in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that Holdings on or prior to 60 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which Holdings fails to keep the Shelf Registration Statement effective and usable for offers and sales of Debentures, Private Exchange Debentures and Exchange Debentures is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date Holdings gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Debentures, Private Exchange Debentures and Exchange Debentures and shall end on the date when each Holder of Debentures, Private Exchange Debentures and Exchange Debentures covered by such Shelf Registration Statement either receives copies of the supplemented or amended prospectus or other document contemplated by Section 4(j) hereof or is advised in writing by Holdings that use of the prospectus may be outstanding.
resumed. If more than one Suspension Period occurs during any period of 360 consecutive days, then Holdings will be obligated to pay Additional Amounts (iii) Subject to as defined below), in accordance with the provisions of Section 4 hereof3, to each Holder of Transfer Restricted Securities during each such Suspension Period in an amount equal to $0.192 per week per $1,000 Accreted Value (as defined in the Indenture) of Transfer Restricted Securities held by such Holder. If one or more Suspension Periods occur, the Company and two-year time period refer- enced above shall be extended by the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as number of the effective date of the Shelf Registration Statement or days included in each such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingSuspension Period.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Peninsula Cellular Services Inc)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by of the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 135 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it the Initial Purchaser following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts to file as promptly as practicable with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on 5 5 an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; provided" and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement").
(iib) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or and Exchange Notes, as applicable, Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any one of them voluntarily takes any action that would result in Holders of Securities or cease Exchange Securities covered thereby not being able to be outstanding.offer and sell such Securities or Exchange Securities during that period, unless such action is required by applicable law
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) not to does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Neenah Foundry Co)
Shelf Registration. Subject to satisfaction of the conditions set forth in Section 2(c), if, at any time during the Demand Registration Period, the Company receives a written notice (athe “Shelf Notice”, and the date of Company’s receipt of the Demand Notice, “Shelf Notice Date”) If from any of the Holders, the Company will (i) due prepare and file, within thirty (30) days of the Shelf Notice Date (so long as the Demand Registration Conditions have been satisfied as of such filing date and, if not satisfied, on the first business day following the satisfaction of such conditions), with the Commission a Registration Statement covering the resale from time to any change in law or applicable interpretations thereof time of all Registrable Securities then beneficially owned by such Holder(s) for a secondary offering to be made on a continuous basis pursuant to Rule 415; and (ii) notify, at such time, the Commission’s staffother Holders of such Shelf Notice and, upon the request of each other Holder given within ten (10) days of the Shelf Notice Date, the Company determines upon advice shall (so long as the Demand Registration Conditions have been satisfied as of its outside counsel such filing date and, if not satisfied, on the first business day following the satisfaction of such conditions) cause to be registered all of the Registrable Securities that it each such Holder has requested to be included in such registration. The Registration Statement will be on either Form F-3 or S-3 (except if the Company is not permitted then eligible to effect register for resale the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) Registrable Securities on either such form, in which case such registration will be on Form F-1 or S-1, and if for any other reason the Exchange Offer Registration Statement Company is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not then eligible to be exchanged register for Exchange Notes resale the Registrable Securities on Form F-1 or S-1, then another appropriate form for such purpose) and will contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section, substantially in the Registered Exchange Offer and that are held by it following consummation of form attached hereto as Annex A, as the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it same may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement be amended in accordance with subsection (b) below.
(b) (i) the provisions of this Agreement. The Company and the Guarantors shall will use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, soon as applicablepossible but, in satisfaction of their obligations under this subsection with respect theretoany event, no later than the Effectiveness Deadline, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall will use their respective its reasonable best efforts to keep the Shelf Registration Statement (or a Subsequent Shelf) continuously effective, supplemented and amended as required effective under the Securities Act from the date of effectiveness of such Registration Statement until such date when all Registrable Securities covered by the Act, in order to permit the Prospectus forming part thereof Registration Statement cease to be usable Registrable Securities as determined by Holders for a period the counsel to the Company (the “Shelf Registration Effectiveness Period”) from the date the Shelf ). For purposes of this Agreement, “Demand Registration Statement is declared effective by the Commission until the first to occur of Conditions” means (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of applicable Shelf Notice Date, the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form Common Shares are listed on a Trading Market in all material respects with the applicable requirements of the ActUnited States; and (B) not on or prior to contain any untrue statement of a material fact the Shelf Notice Date, the Company shall have received (or omit to state a material fact required caused to be stated therein or necessary in order prepared) audited financial statements of Success TMS to make the extent such audited financial statements therein are required by applicable U.S. securities laws, rules and regulations (in including, but not limited to, Rule 3-05 of Regulation S-X under the case Securities Act) for the filing of the Prospectus, in the light of the circumstances under which they were made) not misleadingapplicable Registration Statement.
Appears in 1 contract
Sources: Resale Registration Rights Agreement (Greenbrook TMS Inc.)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 225 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests in writing within 90 days after the Registered Exchange Offer with respect to Securities Private Exchange Securities, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that are not eligible to be exchanged for Exchange Notes participates in the Registered Exchange Offer and that are held by it following consummation of the Registered does not receive freely transferable Exchange Offer; Securities in exchange for tendered Securities, or (ivvi) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyIssuers so elect, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors Issuers shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 90 days after so required or requested, in each case pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have the Securities or Exchange Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof Statement, unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors Issuers shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period (ending on the “Shelf Registration Period”) earlier of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon on which all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or cease to be outstanding.
(iii) Subject to divestiture of assets, so long as the provisions Issuers within 120 days thereafter comply with the requirements of Section 4 4(j) hereof, . Any such period during which the Company and the Guarantors shall cause Issuers fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the related Prospectus and any amendment or supplement thereto, as of date that the effective date of Issuers give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.
(c) Notwithstanding any other provisions hereof, the Issuers will ensure that (i) any Shelf Registration Statement and any amendment or supplement, (A) to comply as to form thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Lin Television Corp)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 315 days of the Exchange Offer Registration Statement is declared effective; date hereof or (iii) due to any Initial Purchaser so requests with respect to Securities that are not change in law or applicable interpretations thereof by the Commission's staff, any Holder eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and that are held by it following consummation of on the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it date hereof is prohibited by law or Commission policy from participating rendered ineligible to participate in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from , the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. Nothing in this Section 3(a) shall require the Company, following consummation of a Registered Exchange Offer as contemplated by Section 2 hereof, to thereafter effect a Shelf Registration Statement in respect of offers and sales of New Bonds by Holders that were eligible to participate in the Registered Exchange Offer but failed to tender such New Bonds for exchange.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 180 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3so required or requested, a Shelf Registration Statement relating to the offer and sale of the Securities New Bonds or the Exchange NotesBonds, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities New Bonds held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(ii) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “"Shelf Registration Period”") from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur earlier of (A) the second anniversary thereof of the date hereof or (B) the date upon which all the Securities New Bonds or Exchange NotesBonds, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Bonds covered thereby not being able to offer and sell such New Bonds at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or cease otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder) including the acquisition or divestiture of assets, and (y) permitted pursuant to be outstandingSection 4(k)(ii) hereof.
(iii) Subject to the provisions of Section 4 hereof, the The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Southern California Edison Co)
Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 180 calendar days of following the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 210 calendar days after the Closing Date (provided that, if the Exchange Offer -------- Registration Statement shall be declared effective after such 180-day period or if the Exchange Offer shall be consummated after such 210-day period, then the Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement is to be declared effective; effective within such 180-day period or the failure of the Exchange Offer to be consummated within such 210-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser so requests with respect to Securities that are Purchaser) is not eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and that are held by it following consummation of or elects to participate in the Registered Exchange Offer; Offer but does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer or (iv) upon the written request of any Holder notifies of the Company that (A) it is prohibited by law or Commission policy from participating in Initial Purchasers within 90 days following the Registered consummation of the Exchange Offer; (B) provided that such Initial -------- Purchaser shall hold Registrable Securities that it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company and that such Initial Purchaser is not permitted, in the reasonable opinion of counsel to such Initial Purchaser, pursuant to applicable law or an Affiliate applicable interpretation of the Companystaff of the SEC, then to participate in the Exchange Offer, the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall, at its cost:
(bA) (i) The Company and as promptly as practicable, but no later than the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days 45th calendar day after such filing obligation arises (orarises, if later, 150 days after file with the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Registrable Securities and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled ;
(B) use its reasonable best efforts to have the Securities held by it covered by cause such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form declared effective by the reasonable deadline for responses set forth thereinSEC as promptly as practicable; and provided furtherthat, that with respect to Exchange Notes Securities -------- received by an Initial Purchaser a broker-dealer in exchange for Securities constituting any portion securities that were acquired by such broker-dealer as a result of an unsold allotmentmarket-making or other trading activities, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staffstaff of the SEC, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their its obligations under this subsection paragraph (A) solely with respect theretoto broker-dealers who acquired their Securities as a result of market-making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or such Initial Purchaser, as applicable, after completion of the Exchange Offer;
(iiC) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Actrequired, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years, plus any extensions as provided in Section 2(d)(iii) below, after its effective date or such shorter period which will terminate when all of the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or Statement, (ii) cease to be outstanding.
outstanding or (iii) Subject become eligible for resale pursuant to Rule 144 under the Exchange Act without volume restrictions; and
(D) notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming a part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of Securities Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading; provided, however, clauses (ii) and (iii) shall not apply to any -------- ------- information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 360 days of the Exchange Offer Registration Statement is declared effective; date of original issue of the Initial Securities (the “Issue Date”), (iii) any Initial Purchaser Placement Agent so requests with respect to the Initial Securities that are (or the Private Exchange Securities) not eligible to be exchanged for Exchange Notes Securities in the such Registered Exchange Offer and that are held by it following consummation of the such Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer) is not eligible to participate in the applicable Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in such Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange (other than due solely to the status of such Holder as an affiliate of ours within the meaning of the Securities Act), and such Holder so requests the Company that (A) it is prohibited by law in writing on or Commission policy from participating in prior to 20 business days following the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from , the Company or an Affiliate of shall use commercially reasonable efforts to take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts shall, at its cost, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) one or more registration statements (collectively, the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, of each series by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than a Placement Agent) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented subject to Sections 3(b) and amended as required by the Act3(j) hereof, in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (the “Shelf Registration Period”or for such longer period if extended pursuant to Section 3(j) from the date the below) (or one year if such Shelf Registration Statement is declared effective by filed at the Commission until request of a Holder or Holders) from the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement thereto or cease to be outstanding, (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) or cease to be Transfer Restricted Securities. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable.
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall use its commercially reasonable efforts to cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such Statement, amendment or supplement, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleadingmisleading (other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein).
Appears in 1 contract
Sources: Registration Rights Agreement (Catalent USA Woodstock, Inc.)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 150 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities (the obligation to the public without delivering comply with a prospectus and the prospectus contained in the Exchange Offer Registration Statement is delivery requirement being understood not appropriate or available for such resales; or (C) it is to constitute a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyrestriction on transferability), then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective its reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Transfer Restricted Securities (other than the Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date all of the Transfer Restricted Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or cease divestiture of assets, so long as the Company within 30 days thereafter complies with the requirements of Section 4(j) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the company that use of the prospectus may be outstandingresumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Smithfield Foods Inc)
Shelf Registration. (a) If (i) due to because of any change in applicable law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; 1 hereof or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 210 days after the Exchange Offer Registration Statement is declared effective; Issue Date or (iii) any Initial the Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating in interpretation thereof by the Registered Exchange Offer; (B) it may Commission's staff do not resell the Exchange Notes acquired by it permit any Holder to participate in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained or (v) any Holder that participates in the Registered Exchange Offer Registration Statement is does not appropriate or available receive freely transferable Exchange Securities in exchange for such resales; tendered Securities or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(ba) (i) The the Company and the Guarantors shall use their respective its commercially reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2, subject to the parenthetical in the first sentence of Section 1 hereof) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective its commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, provided that no Holder (other than the Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The the Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) the “Shelf Registration Period”) from first anniversary of the date of the Shelf Registration Statement is declared effective by termination of the Commission until the first to occur of (A) the second anniversary thereof Merger Agreement or (B) the such earlier date upon which when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or cease (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of its obligations hereunder), provided that the Company within 90 days thereafter complies with the requirements of Section 4(k) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities is referred to as a "Suspension Period". A Suspension Period shall commence on and include the date the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(k) hereof or is advised in writing by the Company that use of the prospectus may be outstandingresumed. Not more than one Suspension Period shall be permitted in any period of 360 consecutive days. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Senior Subordinated Discount Notes Agreement (Telecorp Communications Inc)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is and the Subsidiary Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; Issue Date, (iii) any Initial Purchaser so requests within 90 days after the consummation of the Registered Exchange Offer with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; or , (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to notifies the public without delivering a prospectus and the prospectus contained Company within 20 Business Days (as defined in the Purchase Agreement) after the consummation of the Registered Exchange Offer Registration Statement is that it did not appropriate or available receive freely transferable Exchange Securities in exchange for such resales; tendered Securities or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement(including certain indemnification obligations).
(iib) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Company and the Subsidiary Guarantor shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if any of them voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to be outstandingoffer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Subsidiary Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company and the Subsidiary Guarantors by or on behalf of any Holder specifically for use therein (the "Holders' Information")) not to does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (River Road Realty Corp)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 180 calendar days of following the Closing Date or (or if such 270th day is not a Business Day, by B) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 210 calendar days after the Exchange Offer Registration Statement Closing Date (provided that the Issuer is declared effective; not then actively pursuing such effectiveness or consummation, as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities that are not eligible to be exchanged for Exchange any Registrable Notes in which it acquired directly from the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or Issuer, (iv) upon the written request of any Holder notifies the Company that either (A) it is prohibited not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell staff of the Exchange Notes acquired by it in the Registered Exchange Offer SEC to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (CB) it is a Broker-Dealer participates in the Exchange Offer and owns Securities acquired directly from does not receive fully tradable Exchange Notes pursuant to the Company Exchange Offer, or an Affiliate of (v) if the CompanyIssuer so elects, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The Company and through (v) the Guarantors shall use their respective reasonable best efforts to Issuer shall, at its cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared or otherwise become effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 180 calendar days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided.
(b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, however(ii) the date on which the Registrable Notes become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that no will terminate when all Registrable Notes of each series covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Notes.
(c) Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to have the Securities held by it covered by such include any of its Registrable Notes in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company Issuer in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form by request therefor, such information as the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment after conferring with counsel with regard to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall relating to Holders that would be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof SEC to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the included in such Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereofProspectus included therein, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and reasonably request for inclusion in any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply Prospectus included therein. Each Holder as to form in which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all material respects information with the applicable requirements of the Act; and (B) not respect to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or such Holder necessary in order to make the statements therein (in information previously furnished to the case of the Prospectus, in the light of the circumstances under which they were made) Issuer by such Holder not materially misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Jersey Central Power & Light Co)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 225 days of the Exchange Offer Registration Statement is declared effectiveIssue Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the public without delivering requirement that an Initial Purchaser deliver a prospectus Prospectus containing the information required by Item 507 and 508 of Regulation S-K under the prospectus contained Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as reasonably practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by a majority of such Holders and set forth in such Shelf Registration Statement; providedPROVIDED, howeverHOWEVER, that nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2(a); PROVIDED, FURTHER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided furtherPROVIDED, FURTHER, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or and 508 of Regulation S-K, as applicable, in satisfaction of their its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iic) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the original issuance date of the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Securities or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
outstanding (iii) Subject in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to the provisions of Section 4 hereof, the Company and the Guarantors shall cause have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities or New Securities covered thereby not being able to offer and the related Prospectus and any amendment sell such Securities or supplement theretoNew Securities during that period, as of the effective date of the Shelf Registration Statement or such amendment or supplement, unless (A) to comply as to form in all material respects with the such action is required by applicable requirements of the Actlaw; and or (B) such action is taken by the Company in good faith and for valid business reasons (not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case including avoidance of the ProspectusCompany's obligations hereunder), in including the light acquisition or divestiture of assets, so long as the circumstances under which they were madeCompany promptly thereafter complies with the requirements of Section 4(k) not misleadinghereof, if applicable.
Appears in 1 contract
Shelf Registration. (a) If In the event that (i) due to any change in law or applicable interpretations thereof by the Commission’s staffOperating Partnership reasonably determines, the Company determines upon advice of its outside after conferring with counsel (which may be in-house counsel), that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement provided in Section 2(a) above is not declared effective within 270 days available under applicable law and regulations and currently prevailing interpretations of the Closing Date staff of the SEC, (or if such 270th day is not a Business Day, by ii) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 195 days after the Exchange Offer Registration Statement is declared effective; Issue Date or (iii) upon the request of any Initial Purchaser so requests with respect to Securities that are any Registrable Notes held by it, if such Initial Purchaser is not eligible to be exchanged for Exchange Notes permitted, in the Registered Exchange Offer and that are held by it following consummation reasonable opinion of ▇▇▇▇▇ & ▇▇▇▇ LLP, pursuant to applicable law or applicable interpretations of the Registered Exchange Offer; or (iv) any Holder notifies staff of the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer SEC, to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or available for such resales; state securities laws (any of the events specified in (i), (ii) or (Ciii) it is being a Broker-Dealer "Shelf Registration Event", and owns Securities acquired directly from the Company or an Affiliate date of occurrence thereof, the Company"Shelf Registration Event Date"), then in addition to or in lieu of conducting the Company Exchange Offer contemplated by Section 2(a), as the case may be, the Operating Partnership shall promptly notify the Holders thereof and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall shall, at its cost, use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective its reasonable best efforts to cause to be declared effective under filed as promptly as practicable after such Shelf Registration Event Date, as the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3case may be, a Shelf Registration Statement relating to providing for the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time of all of the Registrable Notes, and shall use its reasonable best efforts to time in accordance with the methods of distribution elected by such Holders and set forth in have such Shelf Registration Statement; provided, however, that no Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Notes shall be entitled to have the Securities held by it covered by such include any of its Registrable Notes in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company Operating Partnership in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form request therefor, such information as the Operating Partnership may, after conferring with counsel with regard to information relating to Holders that would be required by the reasonable deadline SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for responses set forth inclusion in any Shelf Registration Statement or Prospectus included therein; and provided further, that . Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Operating Partnership all information with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, such Holder necessary to make the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment information previously furnished to the Exchange Offer Registration Statement containing the information required Operating Partnership by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred Holder not materially misleading. The Operating Partnership agrees to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented effective and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period resales for the earlier of: (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (Aa) the second anniversary thereof Rule 144(k) Period or (Bb) the date upon which such time as all of the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
Registrable Notes (iiithe "Effectiveness Period"). The Operating Partnership shall not permit any securities other than (i) Subject the Operating Partnership’s issued and outstanding securities currently possessing incidental registration rights and (ii) Registrable Notes, to be included in the provisions of Section 4 hereofShelf Registration. The Operating Partnership will, in the Company and the Guarantors shall cause the event a Shelf Registration Statement and the related Prospectus and any amendment or supplement theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes. The Operating Partnership further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Operating Partnership for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Operating Partnership agrees to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or supplement, (A) to comply as to form in all material respects filed with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Chelsea Gca Realty Partnership Lp)
Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it is and the Subsidiary Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 365 days following the Closing Time or the Exchange Offer cannot be consummated within 45 days following the date of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after effectiveness of the Exchange Offer Registration Statement is declared effective; Statement, or (iii) if any Holder (other than an Initial Purchaser so requests with respect to Securities that are Purchaser) is not eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) upon the written request of any Holder notifies Initial Purchaser (with respect to any Registrable Notes which it acquired directly from the Company that (ACompany) it is prohibited by law or Commission policy from participating in following the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in consummation of the Exchange Offer Registration Statement is not appropriate or available for if any such resales; or (C) Initial Purchaser shall hold Registrable Notes which it is a Broker-Dealer and owns Securities acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to such Initial Purchaser, pursuant to applicable law or an Affiliate applicable interpretation of the Companystaff of the SEC to participate in the Exchange Offer, then the Company and the Subsidiary Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall, at their cost:
(bA) (i) The Company and the Guarantors shall use their respective reasonable best efforts to as promptly as practicable, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, SEC a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Registrable Notes and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled and use their best efforts to have the Securities held by it covered by cause such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound declared effective by all the SEC by the 365th day after the date hereof (or promptly in the event of a request by any Initial Purchaser pursuant to clause (iv) above). In the provisions of this Agreement applicable to such Holder and has returned to event that the Company and the Subsidiary Guarantors are required to file a completed and signed selling securityholder questionnaire in reasonable and customary form by Shelf Registration Statement upon the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser in exchange for Securities constituting any portion of an unsold allotmentpursuant to clause (iv) above, the Company and the Subsidiary Guarantors may, if permitted by current interpretations shall file and use their best efforts to have declared effective by the Commission’s staff, file SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Notes and a post-effective amendment to Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement containing the information required Statement) with respect to offers and sales of Registrable Notes held by Item 507 such Holder or 508 of Regulation S-Ksuch Initial Purchaser, as applicable, in satisfaction after completion of their obligations under this subsection with respect thereto, and any such the Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Offer;
(iiB) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the Closing Time (or one year from the effective date of the Shelf Registration Statement if such Shelf Registration Statement is declared effective by filed upon the Commission until request of any Initial Purchaser pursuant to clause (iv) above) or such shorter period which will terminate when all of the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, Registrable Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease all of the Registrable Notes become eligible for resale pursuant to be outstanding.Rule 144 under the 1933 Act without volume restrictions; and
(iiiC) Subject to the notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use their best efforts to ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of 1933 Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading. The Company and the Subsidiary Guarantors further agree, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC; provided, however, that no Holder shall be entitled to have its Registerable Notes covered by the Shelf Registration Statement unless such Holder agrees in writing to be bound by the terms and provisions of this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Nine West Group Inc /De)
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 150 days of the Exchange Offer Registration Statement is declared effective; Issue Date, (iii) any Initial Purchaser so requests with respect to Securities that are the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer) is not eligible to participate in the Company Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; (B) it may , such Holder does not resell the receive freely tradeable Exchange Notes acquired by it in on the Registered Exchange Offer to date of the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from exchange, the Company or an Affiliate of shall take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(ba) The Company shall, at its cost, as promptly as practicable (but in no event more than the later of (i) The Company 45Edays after the Issue Date and the Guarantors shall use their respective reasonable best efforts (ii) 30 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable its best efforts to cause to be declared effective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this ▇▇ ▇▇▇s Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of three years (the “Shelf Registration Period”or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof its effectiveness or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided, however, that the Company shall not be deemed to have voluntarily taken any such action if it enters, in good faith, into negotiations concerning, or cease to be outstandingexecutes and delivers any agreement or other document relating to, any business combination, acquisition or disposition.
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such Statement, amendment or supplement, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Shared Technologies Inc)
Shelf Registration. (a) If (i) due At such time as the Company is able to use Form F-3 under the Securities Act (or any change in law or applicable interpretations thereof successor form) for sales of Registrable Common Shares by a Holder, at the Commission’s staffrequest of Holders of the lesser of (x) 5% of the Registrable Common Shares (without reduction for Common Shares that cease to be Registrable Common Shares) and (y) Registrable Common Shares having an aggregate market value of at least $25 million, the Company determines upon advice shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Common Shares for which it receives requests in accordance with Section 3(a) (the “Shelf Registration”). The Company shall use its outside counsel that it commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) two years following the date on which such Registration Statement first becomes effective (but one year if the Company is not permitted able to effect use Form F-3 under the Registered Exchange Offer as contemplated by Section 2 hereof; Securities Act (or any successor form)), and (ii) for any other reason the Exchange Offer date on which all Registrable Common Shares covered by such Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus have been sold and the prospectus contained in the Exchange Offer Registration Statement is not appropriate distribution contemplated thereby has been completed or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) belowhave become freely tradeable pursuant to Rule 144 without regard to volume.
(b) The Shelf Registration Statement pursuant to this Section 3 shall to the extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any takedown under the Shelf Registration pursuant to this Section 3 may or may not be underwritten; provided that (i) The Holders may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the Guarantors number of Demand Registrations available shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises be reduced by one subject Section 2(b)) or (or, if later, 150 days after the Closing Dateii) and shall use their respective reasonable best efforts to cause Holders may request an unlimited number of underwritten takedowns to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time effected in accordance with the methods terms of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder Section 4. The Company shall be entitled to have effect the Shelf Registration on any available form under the Securities held by it covered by such Act.
(c) In the event of a request for a Shelf Registration pursuant to Section 3(a), the Company shall give written notice of the proposed filing of the Registration Statement or be entitled in connection therewith to use a Prospectus forming a part thereof unless all Holders of Registrable Common Shares offering to each such Holder agrees in writing the opportunity to be bound by have any or all of the provisions of this Agreement applicable to Registrable Common Shares held by such Holder and has returned included in such registration statement. Each Holder of Registrable Common Shares desiring to have its Registrable Common Shares registered under this Section 3(c) shall so advise the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by writing within 15 days after the reasonable deadline for responses date of such notice from the Company (which request shall set forth therein; the amount of Registrable Common Shares for which registration is requested), and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer shall include in such Registration Statement containing all such Registrable Common Shares so requested to be included therein.
(d) The number, percentage, fraction or kind of Common Shares referred to in this Section 4 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect theretoCommon Shares.
(e) (e) The Company, and any such Exchange Offer Registration Statementother holder of the Company’s securities who has registration rights, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a may include its securities in any Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold effected pursuant to the Shelf Registration Statement or cease to be outstandingthis Section 3.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Aries Maritime Transport LTD)
Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the Commission’s staffStaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 365 days after the Closing Time (provided that if the Exchange Offer Registration Statement shall be consummated after the date that is declared effective; 365 days after the Closing Time, then the Company’s obligations under this clause (ii) arising from the failure of the Exchange Offer to be consummated by the date that is 365 days after the Closing Time shall terminate), (iii) if any Holder (other than an Initial Purchaser so requests with respect to Securities that are Purchaser) is not eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and that are held by it following consummation of or elects to participate in the Registered Exchange Offer; Offer but does not receive fully tradable Exchange Senior Securities pursuant to the Exchange Offer or (iv) upon the written request of any Holder notifies of the Company that (A) it is prohibited by law or Commission policy from participating in Initial Purchasers within 90 days following the Registered consummation of the Exchange Offer; (B) provided that such Initial Purchaser shall hold Registrable Senior Securities that it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company and if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to such Initial Purchaser, pursuant to applicable law or an Affiliate applicable interpretation of the Companystaff of the SEC, then to participate in the Exchange Offer, the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall, at its cost:
(bA) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Senior Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Registrable Senior Securities and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled ;
(B) use its commercially reasonable efforts to have the Securities held by it covered by cause such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form declared effective by the reasonable deadline for responses set forth thereinSEC as promptly as practicable, but in no event later than the 365th day after the day the obligation to file such Shelf Registration Statement arises (or within 60 days of a request of any Initial Purchaser pursuant to Section 2(b)(iv) above, if later (the “Request Extension Period); and provided furtherthat, that with respect to Exchange Notes Senior Securities received by an Initial Purchaser a broker-dealer in exchange for Securities constituting any portion securities that were acquired by such broker-dealer as a result of an unsold allotmentmarket-making or other trading activities, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staffstaff of the SEC, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their its obligations under this subsection paragraph (A) solely with respect theretoto broker-dealers who acquired their Securities as a result of market-making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its commercially reasonable efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Senior Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Senior Securities held by such Holder or such Initial Purchaser, as applicable, after completion of the Exchange Offer;
(iiC) The Company and the Guarantors shall use their respective its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Actrequired, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years, plus any extensions as provided in Section 2(d)(iii) below, after its effective date or such shorter period which will terminate when all of the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Registrable Senior Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or Statement, (ii) cease to be outstanding.
outstanding or (iii) Subject become eligible for resale pursuant to Rule 144 under the 1934 Act without volume restrictions; and
(D) notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming a part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of 1933 Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading; provided, however, clauses (ii) and (iii) shall not apply to any information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company shall only permit Registrable Senior Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Senior Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC, to the extent not otherwise available on ▇▇▇▇▇.
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff the Company determines upon advice of its outside counsel that it Issuer and the Guarantor is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 420 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests within 90 days after consummation of the Registered Exchange Offer with respect to Transfer-Restricted Securities that are or Private Exchange Securities not eligible to be exchanged for the applicable Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder of Transfer-Restricted Securities to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder of Transfer-Restricted Securities that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Transfer-Restricted Securities, or (vi) any Transfer-Restricted Securities validly tendered pursuant to the public without delivering a prospectus Registered Exchange Offer are not exchanged for the applicable Exchange Securities promptly after being accepted for exchange:
(a) The Issuer and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors Guarantor shall use their respective reasonable best efforts to file prepare and file, if as required or requested pursuant to this Section 2, with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective no later than the later of (x) 420 days after the Issue Date and (y) 90 days after so required or requested pursuant to this Section 2, a shelf registration statement on an appropriate form under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer-Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a “Shelf Registration Statement; provided” and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf “Registration Statement”).
(iib) The Company Issuer and the Guarantors Guarantor shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders of Transfer-Restricted Securities for a period of (i) six months from the first day that the Shelf Registration Statement becomes effective or (ii) such shorter period that will terminate upon the earlier to occur of (x) all of the Transfer-Restricted Securities covered by such Shelf Registration Statement having been sold pursuant thereto or (y) all of such Securities ceasing to be Transfer-Restricted Securities (the period from the effective date of such Shelf Registration Statement until the earlier of the events described in clauses (i) and (ii) above, the “Shelf Registration Period”).
(c) from In the absence of events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Issuer and the Guarantor shall not be permitted to discharge their obligations under Section 1 hereof by means of the filing of a Shelf Registration Statement.
(d) The Issuer will have the ability to suspend the Shelf Registration Statement, as limited below (a “Suspension Period”), if the Issuer determines, in its reasonable judgment, that the continued effectiveness and/or use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Issuer. A Suspension Period shall commence on and include the date that the Issuer gives written notice to all Holders of Transfer-Restricted Securities that the Shelf Registration Statement is declared no longer effective by or the Commission until the first to occur prospectus included therein is no longer usable for offers and sales of (A) the second anniversary thereof or (B) the date upon which all the Transfer-Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the such Shelf Registration Statement and continue until holders of such Transfer-Restricted Securities (as defined below) either receive the related Prospectus copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or receive an Advice (as defined below) that use of the prospectus may be resumed. No Suspension Period shall be for more than 30 consecutive days and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) Suspension Periods may not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (exceed 60 days in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingaggregate during any twelve month period.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Leidos Holdings, Inc.)
Shelf Registration. (a) If (i) due to because of any change in applicable law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; 1 hereof or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Notes within 30 Business Days 240 days after the Exchange Offer Registration Statement is declared effective; Issue Date or (iii) any Initial Purchaser so requests with respect to Securities that are Notes or Private Exchange Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating in interpretations thereof by the Registered Exchange Offer; (B) it may Commission's staff do not resell the Exchange Notes acquired by it permit any Holder to participate in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained or (v) any Holder that participates in the Registered Exchange Offer Registration Statement is does not appropriate or available receive freely transferable Exchange Notes in exchange for such resales; tendered Notes or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and each of the Guarantors shall use their respective commercially reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined in Section 3 of this Agreement) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any ---------------------------- Exchange Offer Registration Statement, a "Registration Statement"); provided, however, ---------------------- provided that no Holder (other than an Initial Purchaser) shall be entitled -------- to have the Securities Notes held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder ▇▇▇▇▇▇ agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and each of the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Notes become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf ----- Registration Period"). The Company and each of the Guarantors shall be deemed ------------------- not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or cease (ii) such action is taken by the Company and each of the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Company and each of the Guarantors within 90 days thereafter comply with the requirements of Section 4(k) hereof. Any such period during which the Company and each of the Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Notes, Private Exchange Notes and Exchange Notes is referred to as a "Suspension Period". A Suspension Period shall commence on and include the ----------------- date the Company and each of the Guarantors give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Notes, Private Exchange Notes and Exchange Notes and shall end on the date when each Holder of Notes, Private Exchange Notes and Exchange Notes covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(k) hereof or is advised in writing by the Company and the each of the Guarantors that use of the prospectus may be outstandingresumed. Not more than one Suspension Period shall be permitted in any period of 360 consecutive days. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the number of days included in each such Suspension Period.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and each of the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue -------------------- statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained any Holder that participates in the Exchange Offer Registration Statement is does not appropriate or available receive freely transferable Exchange Securities in exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Subsidiary Guarantors shall use their respective commercially reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; provided" and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement").
(iib) The Company and the Subsidiary Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144(k) under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Subsidiary Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement or cease effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to be outstandingoffer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply thereto complies as to form in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made, not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Colortyme Inc)
Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the staff of the Commission’s staff, the Company determines and the Trust determine upon the advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission within 270 120 days of the Closing Date (or if such 270th day is not a Business DayDate, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) if any Initial Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or Offer that are not "freely tradable" Exchange Securities, (iv) if any Holder notifies that is a broker-dealer, is not an affiliate of the Company that (A) it or the Trust and is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer so requests with respect to Registrable Securities held by it following the public without delivering consummation of the Registered Exchange Offer that are not "freely tradable" Exchange Securities (it being understood that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a prospectus and Prospectus containing the prospectus contained information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Registrable Securities shall result in such Exchange Securities being not "freely tradable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Registrable Securities acquired directly from as a result of market- making activities or other trading activities shall not result in such Exchange Securities being not "freely tradable"), the Company or an Affiliate of the Company, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts to Trust shall, as promptly as practicable, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale covering resales of the Registrable Securities or the Exchange NotesSecurities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled and use their best efforts to have cause the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of declared effective under the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form Act by the reasonable deadline for responses set forth therein150th day (or, if a Shelf Registration Event exists on the 150th day following the Closing Date, by the 180th day) after the Closing Date (or promptly in the event of a request by an Initial Purchaser); and provided further, that with respect to Exchange Notes Securities received by an Initial Purchaser in exchange for Registrable Securities constituting any portion of an unsold allotment, the Company and the Guarantors Trust may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their obligations under this subsection paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement; and provided further, that with respect to a Shelf Registration Statement required pursuant to clause (ii) of the preceding paragraph, the consummation of a Registered Exchange Offer shall relieve the Company and the Trust of their obligations under this Section 3(a) but only in respect of their obligations under such clause (ii).
(iib) The Company and the Guarantors Trust shall each use their respective reasonable its best efforts to keep effective the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of three years from the date the Shelf Registration Statement is declared effective by the Commission until Commission, or such shorter period that will terminate upon the first to occur earlier of the following: (A) the second anniversary thereof or (B) the date upon which when all the Registrable Securities or Exchange NotesSecurities, as applicable, covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (B) when all the Subordinated Debt Securities or the Exchange Securities relating to such Subordinated Debt Securities or the Exchange Securities relating to such Subordinated Debt Securities issued to Holders in respect of Capital Securities or Exchange Securities that had not been sold pursuant to the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iiiC) Subject when in the written opinion of counsel to the provisions Company and the Trust, all outstanding Registrable Securities or Exchange Securities held by persons that are not affiliates of Section 4 hereofthe Company or the Trust may be resold without registration under the Act pursuant to Rule 144(k) under the Act or any successor provision. Furthermore, the Company and the Guarantors Trust shall cause each use its best efforts, upon the effectiveness of the Shelf Registration Statement, to promptly upon the request of any Holder to take any action reasonably necessary to register the sale of any Registrable Securities or Exchange Securities of such Holder and compliance by such Holder with the terms hereof and to identify such Holder as a selling securityholder, provided that such Holder provides the Company with all information reasonably necessary to effect such registration. The Company and the Trust shall be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the requisite period if either the Company or the Trust voluntarily takes any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(l) hereof, if applicable.
(c) Except as described below, in the event that either (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 90th day following the Closing Date, (b) the Exchange Offer Registration Statement is not declared effective on or prior to the 120th day following the Closing Date or (c) the Exchange Offer is not consummated or a Shelf Registration Statement with respect to the Registrable Securities is not declared effective on or prior to the 150th day following the Closing Date, interest will accrue (in addition to the stated interest on the Registrable Securities) from and including the next day following each of (i) such 90-day period in the case of clause (a) above, (ii) such 120-day period in the case of clause (b) above, and (iii) such 150-day period in the case of clause (c) above. In each case such additional interest (the "Special Payment") will be payable in cash semiannually in arrears on the first day of February, May, August and November (each an "Interest Payment Date"), at a rate per annum equal to 0.25% of the principal amount or liquidation amount, as applicable, of the Registrable Securities. The aggregate amount of Special Payment payable pursuant to the above provisions will in no event exceed 0.75% per annum of the principal amount or the liquidation amount, as applicable, of the Registrable Securities.
(d) If a Shelf Registration Event shall exist on or before the 90th day following the Closing Date, then clauses (a) and (i) of the preceding paragraph shall not apply. To the extent that such a Shelf Registration Event exists and the related Prospectus Company has filed a Shelf Registration Statement covering resales of the Registrable Securities by the 120th day following the Closing Date, then clauses (b) and any amendment (ii) of the preceding paragraph shall not apply, and to the extent a Shelf Registration Event exists on the 150th day following the
(x) the filing of the Exchange Offer Registration Statement or supplement theretothe occurrence of a Shelf Registration Event, if applicable, as described above, after the 90-day period described in clause (a) of the preceding paragraph, (y) the effectiveness of the Exchange Offer Registration Statement (if applicable) (or the filing of a Shelf Registration Statement, in the event of a Shelf Registration Event, if applicable, as described above) after the 120-day period described in clause (b) of the preceding paragraph or (z) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement after the 150-day period described in clause (c) of the preceding paragraph (or the effectiveness of a Shelf Registration Statement after the 180-day period specified above, in the event of a Shelf Registration Event, if applicable, as described above), the Special Payment payable on the Registrable Securities from the date of such filing, effectiveness or consummation, as the case may be, will cease to accrue and all accrued and unpaid Special Payments as of the occurrence of (x), (y) or (z) shall be paid to the holders of the Registrable Securities on the next Interest Payment Date.
(e) In the event that a Shelf Registration Statement is declared effective date of hereunder, if the Company or the Trust fails to keep such Shelf Registration Statement continuously effective for the period required hereby, then from the next day following such time as the Shelf Registration Statement or such amendment or supplementis no longer effective until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective, (Aii) the date that is the third anniversary of the date of the original issuance of the Registrable Securities or (iii) the date as of which all of the Registrable Securities covered by the Shelf Registration Statement are sold pursuant thereto or may sold without registration pursuant to comply Rule 144 under the Securities Act, Special Payments shall accrue at a rate per annum equal to 0.25% of the principal amount or liquidation amount, as applicable, of the Registrable Securities and shall be payable in cash, in arrears on each Interest Payment Date; it being understood that after the Registered Exchange Offer has been consummated, no Special Payments shall accrue in respect of Registrable Securities (to form be increased to 0.50% when the Shelf Registration Statement is no longer effective for 30 days or more), without prejudice to any other claim that any Holder may have for any failure by the Company to obtain or maintain continuous effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement in all material respects accordance with the applicable requirements terms of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingthis Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Mercantile Capital Trust I)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by of the Commission’s staff, 's staff the Company determines upon advice of its outside counsel and the Subsidiary Guarantors determine that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 165 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and each of the Subsidiary Guarantors shall use their respective reasonable best efforts to file as promptly as practicable with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedregistration statement (hereafter, howevera "SHELF REGISTRATION STATEMENT" and, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement"REGISTRATION STATEMENT").
(iib) The Company and each of the Subsidiary Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease pursuant to be outstandingRule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD").
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Subsidiary Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) not to does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Ta Operating Corp)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is and the Co-Issuer are not permitted required to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the file an Exchange Offer Registration Statement is not declared effective within 270 days of or to Consummate the Closing Date (or if such 270th day is not a Business Day, by Exchange Offer because the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days permitted by applicable law or Commission policy (after the Exchange Offer Registration Statement is declared effective; procedures set forth in Section 6(a) hereof have been complied with), or (iiiii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that of Transfer Restricted Securities (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer; , or (B) it such Holder may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an affiliate of the Company or the Co-Issuer) and the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; resales by such Holder, or (C) it such Holder is a Broker-Dealer and owns holds Initial Securities acquired directly from the Company Company, the Co-Issuer or an Affiliate one of their affiliates, then, upon such Holder’s request prior to the 20th day following Consummation of the Exchange Offer, the Company, then the Company Co-Issuer and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall:
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective filed a shelf registration statement pursuant to Rule 415 under the Act within 75 days of such filing (orSecurities Act, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall which may be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred pursuant to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Section 4(b) hereof; and
(ii) The Company use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as possible (unless it becomes effective automatically upon filing), and in any event on or before the 180th day after the Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day). Each of the Company, the Co-Issuer and the Guarantors shall use their respective its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective, supplemented and amended as required by the Actprovisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), in order and to permit ensure that it conforms with the Prospectus forming part thereof requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to be usable by Holders time, for a period (of at least one year following the “Shelf Registration Period”) from the effective date the of such Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which shorter period that will terminate when all the Initial Securities or Exchange Notes, as applicable, covered by the such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). During the period during which the Company, the Co-Issuer and the Guarantors are required to maintain an effective Shelf Registration Statement or cease pursuant to be outstanding.
(iii) Subject to the provisions of Section 4 hereofthis Agreement, the Company Company, the Co-Issuer and the Guarantors shall will, prior to the expiration of that Shelf Registration Statement, file, and use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Initial Securities covered by the expiring Shelf Registration Statement and to make registered dispositions, a new registration statement relating to the related Prospectus and any amendment or supplement theretoInitial Securities, as of which shall be deemed the effective date of the “Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements Statement” for purposes of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingthis Agreement.
Appears in 1 contract
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 180 days of the Exchange Offer Registration Statement is declared effective; Issue Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities that are (or the Private Exchange Securities) not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer or Initial Purchaser) is not eligible to participate in the Company Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer or Initial Purchaser) that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; (B) it may , such Holder does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from exchange, the Company or an Affiliate of shall take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts shall, at its cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder ▇▇▇▇▇▇ agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (the “Shelf Registration Period”or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof its effectiveness or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in the Holders of Securities covered thereby not being able to be outstandingoffer and sell such Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause will ensure that (i) the Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations thereunder, (ii) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of the Act; Shelf Registration Statement, and (B) any supplement to such prospectus, does not to contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Check Mart of New Mexico Inc)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 365 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effectiveIssue Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the public without delivering requirement that an Exchanging Dealer deliver a prospectus and the prospectus contained Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer Registration Statement is not appropriate or available in exchange for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company as a result of market-making activities or an Affiliate of the Companyother trading activities shall not result in such New Securities being not “freely tradeable”), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided provided, further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their respective obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (of two years after the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or cease (B) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to be outstandingthe extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable.
(iii) Subject to Notwithstanding the foregoing provisions of this Section 4 hereof3, the Company and the Guarantors may for valid business reasons (other than avoidance of their obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. Each Holder agrees that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed.
(iv) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActAct and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Amc Entertainment Holdings, Inc.)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 270 days after the date hereof or consummated within 315 days of the Closing Date (date hereof; or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies , the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Original Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Original Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(ii) The Company and the Guarantors shall use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur earlier of (A) the second anniversary thereof or (B) the date upon which all the Original Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been being sold pursuant to the Shelf Registration Statement or cease such Original Securities becoming freely tradable pursuant to Rule 144(k) of the Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be outstanding.
(iii) Subject deemed not to the provisions of Section 4 hereof, the Company and the Guarantors shall cause have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Original Securities covered thereby not being able to offer and the related Prospectus and any amendment or supplement theretosell such Original Securities during that period, as of the effective date of the Shelf Registration Statement or such amendment or supplement, unless (A) to comply as to form in all material respects with the such action is required by applicable requirements of the Actlaw; and or (B) such action is taken by the Company in good faith and for valid business reasons (not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case including avoidance of the ProspectusCompany's obligations hereunder), in including the light acquisition or divestiture of assets, so long as the circumstances under which they were madeCompany promptly thereafter complies with the requirements of Section 4(k) not misleadinghereof, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Allegheny Energy Supply Co LLC)
Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Trust and the Company determines determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) the Company shall determine in good faith that there is a reasonable likelihood, or that a material uncertainty exists as to whether, consummation of the Exchange Offer would result in a material adverse tax consequence to the Company, or (iii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 180 days of the Closing Date (or if such 270th day is not a Business DayDate, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) upon the request of the Purchaser with respect to any Holder notifies Securities held by it, if such Purchaser is not permitted, in the Company that (A) it is prohibited by reasonable opinion of its counsel, pursuant to applicable law or applicable interpretations of the staff of the Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate and thereby receive securities that are freely tradeable without restriction under the Act and applicable blue sky or available for such resales; or state securities laws the following provisions shall apply:
(Ca) it is a Broker-Dealer The Trust and owns Securities acquired directly from the Company shall, as promptly as practicable (but in no event more than 60 days after so required or an Affiliate of the Companyrequested pursuant to this Section 3), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall thereafter use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesSecurities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes Securities received by an Initial the Purchaser in exchange for Securities constituting any portion of an its unsold allotment, the Company Trust and the Guarantors Company may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their obligations under this subsection paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company Trust and the Guarantors Company shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of three years (the “Shelf Registration Period”or, if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Closing Date, or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesSecurities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to in any such case, such period being called the provisions of Section 4 hereof, the Company and the Guarantors shall cause the "Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingPeriod").
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) any Securities validly tendered pursuant to the Registered Exchange Offer are not exchanged for any other reason Exchange Securities within 25 business days after the effective date of the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (Statement, or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities (the obligation to the public without delivering comply with a prospectus and the prospectus contained in the Exchange Offer Registration Statement is delivery requirement being understood not appropriate or available for such resales; or (C) it is to constitute a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyrestriction on transferability), then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective its reasonable best efforts to file with the Commission within as promptly as practicable (but in no event more than 30 days after such filing obligation arises (orso required or requested pursuant to this Section 2) with the Commission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than any Initial Purchaser) shall be entitled to have the Securities or Exchange Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date all of the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease to be outstanding.effective during the requisite
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Purchase Agreement (Viasystems Inc)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered file an Exchange Offer as contemplated Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 2 hereof; 7(a) hereof have been complied with), (ii) for any other reason reason, the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 30 Business Days after of the Exchange Offer Registration Statement is declared effective; Effectiveness Target Date, or (iii) any Initial Purchaser so requests with respect to Holder of Entitled Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company in writing that (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer; , or (B) it such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; resales by such Holder, or (C) it such Holder is a Broker-Dealer and owns Securities holds Offered Notes acquired directly from the Company or an Affiliate one of the Companyits affiliates, then then, upon such Holder’s written request, the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.shall:
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective filed a shelf registration statement pursuant to Rule 415 under the Act within 75 days of such filing (orSecurities Act, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall which may be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Entitled Securities the Holders of which shall have provided the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred pursuant to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Section 5(b) hereof; and
(ii) The use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 240th day after so requested or required pursuant to this Section 5 and to keep it continuously effective until the earliest of (i) the date on which all Entitled Securities entitled to the benefit of this Section 5(a) have been sold pursuant to the Shelf Registration Statement, (ii) the date on which all Entitled Securities are no longer “restricted securities” within the meaning of Rule 144 of the Securities Act and (iii) the date which is one year after the Closing Date, such shortest time period referred to as the “Effectiveness Period.” During the Effectiveness Period, the Company and the Guarantors shall use their respective its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order provisions of Sections 7(b) and (c) hereof to permit the Prospectus forming part thereof extent necessary to be usable by Holders ensure that it is available for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective resales of Offered Notes by the Commission until the first to occur Holders of (A) the second anniversary thereof or (B) the date upon which all the Entitled Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant entitled to the Shelf Registration Statement or cease benefit of this Section 5(a), and to be outstanding.
(iii) Subject to the provisions of Section 4 hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form ensure that it conforms in all material respects with the applicable requirements of this Agreement, the Act; Securities Act and the policies, rules and regulations of the Commission as announced from time to time. Notwithstanding the foregoing and any other provision hereof, the Company may suspend the availability of the Shelf Registration Statement, without being required to pay any Additional Interest (B) as defined below), upon written notice to the Holders (which notice shall be accompanied by an instruction to suspend the use of the Prospectus), for one or more periods not to exceed 60 consecutive days in any 90-day period, and not to exceed, in the aggregate, 95 days in any 365-day period (each such period, a “Suspension Period”) if:
(i) an event occurs and is continuing that, in the Company’s good faith judgment, would require the Company to make changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectusprospectus, in the light of the circumstances under which they were made) not misleading; and
(ii) the Company reasonably determines that the disclosure of such event at such time would have a material adverse effect on the business of the Company (and its subsidiaries, if any, taken as a whole).
Appears in 1 contract
Sources: Registration Rights Agreement (Mercer International Inc.)
Shelf Registration. (a) If In the event that (i) due to any change the Company or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in law Section 2(a) above is not available or may not be consummated as soon as practicable after the last day of the Exchange Period because it would violate applicable securities laws or because the applicable interpretations thereof by of the Commission’s staff, staff of the SEC would not permit the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; Offer, or (ii) the Exchange Offer is not for any other reason the Exchange Offer Registration Statement is not declared effective consummated within 270 150 days of the Closing Date Time, or (iii) the Company or if the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Securities would not, upon receipt, be freely tradeable by such 270th day Holders which are not affiliates of the Company without restriction under the Securities Act and without restrictions under applicable blue sky or state securities laws, or a Holder is not a Business Day, permitted by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after applicable law to participate in the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) upon the request of any Holder notifies the Company that (A) Purchaser with respect to any Registrable Securities which it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company and, with respect to other Registrable Securities held by it, if such Purchaser is not permitted, in the opinion of counsel to such Purchaser, pursuant to applicable law or an Affiliate applicable interpretations of the CompanyStaff of the SEC, then to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall shall, at its cost, use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable its best efforts to cause to be declared effective under filed as promptly as practicable after such Shelf Registration Event Date, as the Act case may be, and, in any event, within 75 30 days of after such filing Shelf Registration Event Date (or, if later, 270 which shall be no earlier than 60 days after the Closing DateTime), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to providing for the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time of all of the Registrable Securities, and shall use its best efforts to time in accordance with the methods of distribution elected by such Holders and set forth in have such Shelf Registration Statement; provided, however, that no Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the reasonable deadline SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for responses set forth inclusion in any Shelf Registration Statement or Prospectus included therein; and provided further, that . Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, such Holder necessary to make the information previously furnished to the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) Holder not materially misleading. The Company and the Guarantors shall agrees to use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders effective for a period (the “Shelf Registration Period”) of three years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all issuance of the Securities (subject to extension pursuant to the last paragraph of Section 3 hereof) or Exchange Notes, as applicable, for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
outstanding (iii) Subject the "Effectiveness Period"). The Company shall not permit any securities other than Registrable Securities to be included in the provisions of Section 4 hereofShelf Registration. The Company will, in the Company and the Guarantors shall cause the event a Shelf Registration Statement and the related Prospectus and any amendment or supplement theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and use its best efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or supplement, (A) to comply as to form in all material respects filed with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingSEC.
Appears in 1 contract
Sources: Registration Rights Agreement (Freedom Chemical Co)
Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines and the Subsidiary Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 210 days of after the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) date hereof or the Registered Exchange Offer is not consummated within 30 Business Days 240 days after the Exchange Offer Registration Statement is declared effectivedate of the original issuance of the Securities; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained or does not receive freely tradeable notes New Securities in the Registered Exchange Offer Registration Statement is not appropriate or available for such resalesother than by reason of being an affiliate of the Company; or (Cv) it is a Broker-Dealer and owns does not receive freely tradeable New Securities acquired directly from in exchange for Securities in the Company or Registered Exchange Offer other than by reason of such Holder being an Affiliate of the CompanyCompany (it being understood that the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), then the Company and the Subsidiary Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event later than 60 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 prior to 150 days after the Closing Date), pursuant date the obligation to subsection (a) of this Section 3, file arises a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Subsidiary Guarantors may, if permitted by current interpretations by the Commission’s 's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK under the Act, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease pursuant to Rule 144 under the Act (in any such case, such period being called the "Shelf Registration Period"). Each of the Company and the Subsidiary Guarantors shall be outstandingdeemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company and the Subsidiary Guarantors in good faith and for valid business reasons (not including avoidance of the Company's and the Subsidiary Guarantors' obligations hereunder), including the acquisition or divestiture of assets, so long as each of the Company and the Subsidiary Guarantors promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable.
(iii) Subject to the provisions of Section 4 hereof, the The Company and the Subsidiary Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the ActSecurities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (BMCA Quakertown Inc.)
Shelf Registration. (a) If (i) due to any change in applicable law or applicable interpretations thereof by the Commission’s staff, the Company determines and the Guarantors determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 225 days of the Exchange Offer Registration Statement is declared effectiveOriginal Issue Date; (iii) any Initial Purchaser so requests with respect to Securities (or New Securities issued in respect thereof) that are not eligible to be exchanged for Exchange Notes New Securities in the Registered Exchange Offer Offer, and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained or does not receive freely transferable New Securities in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is being understood that the requirement that an Exchanging Dealer deliver a Broker-Dealer and owns Prospectus in connection with sales of New Securities acquired directly from in the Company Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or an Affiliate of the Companyother trading activities shall not result in such New Securities being not “freely transferable”), then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) (i) The Company and the Guarantors shall use their respective reasonable best efforts as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective commercially reasonable best efforts to cause to be declared effective under the Act within 75 days on or prior to the later of such filing (or, if later, 270 days i) the 210th day following the Original Issue Date and (B) the 90th day after the Closing Date), pursuant to subsection (a) of this Section 3being so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Securities or the Exchange NotesNew Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution reasonably elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth thereinHolder; and provided further, further that with respect to Exchange Notes New Securities received by an any Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by then current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Subject to Section 4(k)(ii), the Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur earlier of (A) the second first anniversary thereof or thereof, (B) the date upon which all the Securities or Exchange NotesNew Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, exchanged pursuant to DTC’s mandatory exchange procedures for 144A securities for unrestricted notes with the same CUSIP as the New Securities or are no longer outstanding (the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Company or cease the Guarantors voluntarily take any action that would result in Holders of Securities covered thereby not being able to be outstandingoffer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company or the Guarantors, as applicable, in good faith and for valid business reasons (not including avoidance of the Company’s or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.
(iii) Subject to the provisions of Section 4 hereof, the The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Standard Pacific Corp /De/)
Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after 315 days of the Exchange Offer Registration Statement is declared effective; Issue Date, (iii) any Initial Purchaser the Dealer Manager so requests with respect to the Initial Securities that are not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder notifies (other than an Exchanging Dealer) is not eligible to participate in the Company Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer; (B) it may , such Holder does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from exchange, the Company or an Affiliate of shall take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement on an appropriate form under the Act within 75 days of such filing Securities Act, (orthe “Shelf Registration Statement” and, if latertogether with the Exchange Offer Registration Statement, 270 days after the Closing Datea “Registration Statement”), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than a Dealer Manager) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (the “Shelf Registration Period”or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstandingoffer and sell such Securities during that period, unless such action is required by applicable law.
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement or such amendment or supplementdate, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) 2.1 hereof or if for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of on or prior to February 16, 1998, (ii) if for any other reason the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; on or prior to March 30, 1998, or (iii) any upon the request of the Initial Purchaser so requests (with respect to Securities that are not eligible to be exchanged for Exchange any Registrable Notes in which it acquired directly from the Registered Exchange Offer and that are held by it Company) following consummation of the Registered Exchange Offer; or (iv) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for if such resales; or (C) Initial Purchaser shall hold Registrable Notes which it is a Broker-Dealer and owns Securities acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to such Initial Purchaser, pursuant to applicable law or an Affiliate applicable interpretation of the Companystaff of the Commission, then to participate in the Exchange Offer, the Company and shall, at the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.Company's cost, subject to Section 2.3 hereof,
(bA) (i) The Company and the Guarantors shall use their respective reasonable best efforts to as promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable its best efforts to cause to be declared effective under on or prior to March 30, 1998 (or promptly in the Act within 75 days event of such filing (or, if later, 270 days after a request by the Closing DateInitial Purchaser), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected selected by such the Majority Holders and set forth in such Shelf Registration Statement; provided, however, . In the event that no Holder shall be entitled to have the Securities held by it covered by such a Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing is required to be bound by all filed upon the request of the provisions of this Agreement applicable Initial Purchaser pursuant to such Holder and has returned to clause (iii) above, the Company a completed shall file and signed selling securityholder questionnaire in reasonable and customary form use its best efforts to have declared effective by the reasonable deadline for responses set forth therein; and provided further, that Commission both an Exchange Offer Registration Statement pursuant to Section 2.1 hereof with respect to Exchange all Registrable Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection Statement) with respect thereto, to offers and any sales of Registrable Notes held by such Initial Purchaser after completion of the Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Offer;
(iiB) The Company and the Guarantors shall use their respective reasonable its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming a part thereof to be usable by Holders identified as selling security holders in such Shelf Registration Statement for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission or until the first to occur such earlier date as all Registrable Notes shall have been disposed of (A) the second anniversary thereof or (B) the date upon on which all Registrable Notes shall be saleable without registration pursuant to Rule 144 (or any similar provision then in effect), or as a result of any changes in the existing registration requirements under the Securities or Exchange Notes, as applicable, covered by Act which eliminate the Holders' need for the Shelf Registration Statement have been sold pursuant Statement, or upon receipt of an opinion of counsel satisfactory to the Shelf Registration Statement or cease to Initial Purchaser which provides that all Registrable Notes may be outstanding.resold without registration in a transaction that would result in the Registrable Notes being freely tradeable provided that the purchaser is not an affiliate of the Company (the "Effectiveness Period"); and
(iiiC) Subject to the notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the use its best efforts to ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or Prospectus forming a part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements of Securities Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading, except that the Company shall be entitled to rely on the information provided to them by the Holders with respect to such Holders.
(b) The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) hereof, to use their best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the Commission.
Appears in 1 contract
Sources: Registration Rights Agreement (Resource America Inc)
Shelf Registration. (a) If (i) due to because of any change in law or ------------------ applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 210 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; provided" ---------------------------- and, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf "Registration Statement."). -----------------------
(iib) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the ------------------------- Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or cease to be outstanding(ii) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), provided that the Company and the Guarantors within 90 days thereafter comply with the requirements of Section 4(j) hereof.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement -------------------- of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Kansas City Southern Industries Inc)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 180 calendar days of following the Closing Date or (or if such 270th day is not a Business Day, by B) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 210 calendar days after the Exchange Offer Registration Statement Closing Date (provided that the Issuer is declared effective; not then actively pursuing such effectiveness or consummation, as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities that are not eligible to be exchanged for Exchange any Registrable Notes in which it acquired directly from the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or Issuer (iv) upon the written request of any Holder notifies the Company that either (A) it is prohibited not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell staff of the Exchange Notes acquired by it in the Registered Exchange Offer SEC to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (CB) it is a Broker-Dealer participates in the Exchange Offer and owns Securities acquired directly from does not receive fully tradable Exchange Notes pursuant to the Company Exchange Offer or an Affiliate of (v) if the CompanyIssuer so elects, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The Company and through (v) the Guarantors shall use their respective reasonable best efforts to Issuer shall, at its cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 180 calendar days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided.
(b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, however(ii) the date on which the Registrable Notes become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that no will terminate when all Registrable Notes of each series covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Notes.
(c) Notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Securities shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company Issuer in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form by request therefor, such information as the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment after conferring with counsel with regard to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall relating to Holders that would be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof SEC to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the included in such Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereofProspectus included therein, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and reasonably request for inclusion in any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply Prospectus included therein. Each Holder as to form in which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all material respects information with the applicable requirements of the Act; and (B) not respect to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or such Holder necessary in order to make the statements therein (in information previously furnished to the case of the Prospectus, in the light of the circumstances under which they were made) Issuer by such Holder not materially misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Metropolitan Edison Co)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 180 calendar days of following the Closing Date or (or if such 270th day is not a Business Day, by B) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 210 calendar days after the Exchange Offer Registration Statement Closing Date (provided that the Issuer is declared effective; not then actively pursuing such effectiveness or consummation, as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities that are not eligible to be exchanged for Exchange any Registrable Notes in which it acquired directly from the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or Issuer (iv) upon the written request of any Holder notifies the Company that either (A) it is prohibited not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell staff of the Exchange Notes acquired by it in the Registered Exchange Offer SEC to the public without delivering a prospectus and the prospectus contained participate in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (CB) it is a Broker-Dealer participates in the Exchange Offer and owns Securities acquired directly from does not receive fully tradable Exchange Notes pursuant to the Company Exchange Offer or an Affiliate of (v) if the CompanyIssuer so elects, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The Company and through (v) the Guarantors shall use their respective reasonable best efforts to Issuer shall, at its cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 180 calendar days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided.
(b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, however(ii) the date on which the Registrable Notes become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that no will terminate when all Registrable Notes of each series covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Notes.
(c) Notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to have the Securities held by it covered by such include any of its Registrable Notes in any Shelf Registration Statement or be entitled pursuant to use a Prospectus forming a part thereof this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned furnishes to the Company Issuer in writing, within 15 days after receipt of a completed and signed selling securityholder questionnaire in reasonable and customary form by request therefor, such information as the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment after conferring with counsel with regard to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall relating to Holders that would be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(ii) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof SEC to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the included in such Shelf Registration Statement or cease to be outstanding.
(iii) Subject to the provisions of Section 4 hereofProspectus included therein, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and reasonably request for inclusion in any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply Prospectus included therein. Each Holder as to form in which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all material respects information with the applicable requirements of the Act; and (B) not respect to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or such Holder necessary in order to make the statements therein (in information previously furnished to the case of the Prospectus, in the light of the circumstances under which they were made) Issuer by such Holder not materially misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Cleveland Electric Illuminating Co)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by of the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 135 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained does not receive freely transferable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales; tendered Securities, or (Cvi) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyso elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective its reasonable best efforts to file as promptly as practicable with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, (as applicable, defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedregistration statement (hereafter, howevera "SHELF REGISTRATION STATEMENT" and, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that together with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement"REGISTRATION STATEMENT").
(iib) The Company and the Guarantors shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders for a period (the “Shelf Registration Period”) of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or and Exchange Notes, as applicable, Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be outstandingdeemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities or Exchange Securities covered thereby not being able to offer and sell such Securities or Exchange Securities during that period, unless such action is required by applicable law.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) not to does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Argo Tech Corp)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff the Company determines upon advice of its outside counsel that it Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Notes within 30 Business Days 300 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any Initial Purchaser so requests in writing within 180 days after the Registered Exchange Offer with respect to Securities Private Exchange Notes, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that are not eligible to be exchanged for Exchange Notes participates in the Registered Exchange Offer and that are held by it following consummation of the Registered does not receive freely transferable Exchange Offer; Notes in exchange for tendered Notes, or (ivvi) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the CompanyIssuer so elects, then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors Issuer shall use their respective its reasonable best efforts to file as promptly as practicable (but in no event more than 180 days after so required or requested, in each case pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Notes, as applicable, Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a “Shelf Registration Statement” and, together with any Exchange Offer Registration Statement, a “Registration Statement”); provided, however, that no Holder of Notes or Exchange Notes (other than the Initial Purchasers) shall be entitled to have the Securities Notes or Exchange Notes held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof Statement, unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors Issuer shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Notes for a period (ending on the “Shelf Registration Period”) earlier of two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon on which all the Securities or Exchange Notes, as applicable, Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the “Shelf Registration Period”). The Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Issuer in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or cease to be outstanding.
(iii) Subject to divestiture of assets, so long as the provisions Issuer within 120 days thereafter complies with the requirements of Section 4 4(j) hereof, . Any such period during which the Company and the Guarantors shall cause Issuer fails to keep the Shelf Registration Statement effective and usable for offers and sales of Notes and Exchange Notes is referred to as a “Suspension Period.” A Suspension Period shall commence on and include the related Prospectus and any amendment or supplement thereto, as of date that the effective date of Issuer gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Notes and Exchange Notes and shall end on the date when each Holder of Notes and Exchange Notes covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuer that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period.
(c) Notwithstanding any other provisions hereof, the Issuer will ensure that (i) any Shelf Registration Statement and any amendment or supplement, (A) to comply as to form thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Issuer by or on behalf of any Holder specifically for use therein (the “Holders’ Information”)) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Activant Solutions Holdings Inc.)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to any Holder of Transfer Restricted Securities that are not eligible to be exchanged for Exchange Notes in notifies the Registered Exchange Offer and that are held by it following consummation Issuers within 30 days after such Holder becomes aware of the Registered Exchange Offer; or (iv) any Holder notifies the Company that following restrictions (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer; , or (B) it such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; resales by such Holder, or (C) it such Holder is a Broker-Participating Dealer and owns Securities holds Initial Notes acquired directly from the Company Issuers or an Affiliate one of their Affiliates (it being understood that, for purposes of this Section 3, (x) the Companyrequirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Notes acquired in exchange for such Initial Notes shall result in such Exchange Notes being not “freely tradeable” and (y) the requirement that a Participating Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Exchange Offer in exchange for Initial Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not “freely tradeable”), then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company Issuers and the Guarantors shall use their respective reasonable best efforts to to, as promptly as practicable, file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities Initial Notes and Guarantees or the Exchange NotesNotes and Exchange Guarantees, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have Statement and Rule 415 under the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and Act, provided furtherthat, that with respect to Exchange Notes and Exchange Guarantees received by an the Initial Purchaser Purchasers in exchange for Securities Initial Notes and the Guarantees constituting any portion of an unsold allotment, the Company Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of their obligations under this subsection paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company Issuers and the Guarantors shall use their respective reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th calendar day after the obligation to file a Shelf Registration Statement under this Section 3 arises and to keep such Shelf Registration Statement continuously effective in order to permit the Prospectus contained therein to be usable by Holders until the earliest of (i) two years after the original issue date of the Notes covered thereby; provided that this clause (i) shall not be considered in determining the time until which the Shelf Registration Statement remains effective for any Holder that is an Affiliate of the Investors (as defined in the Indentures), (ii) such time as all of the Notes have been sold thereunder or (iii) the date upon which all Notes covered by such Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (in any such case, such period being called the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement continuously effectiveeffective during the requisite period if the Issuers or the Guarantors voluntarily take any action that would result in Holders of Notes covered thereby not being able to offer and sell such Notes during that period, supplemented and amended as unless (i) such action is required by the Actapplicable law, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (Aii) the second anniversary thereof Issuers and the Guarantors comply with this Agreement or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
(iii) Subject to such action is taken by the provisions Issuers or the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly thereafter comply with the requirements of Section 4 4(m) hereof, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleadingif applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Shelf Registration. (a) If (i) due to If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of after consultation with its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 150 days following the original issue of the Closing Date Registrable Securities or (or if such 270th day is not a Business Day, by B) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days 180 days after the Exchange Offer Registration Statement is declared effective; original issue of the Registrable Securities, (iii) upon the request of any of the Initial Purchaser so requests Purchasers holding Private Exchange Securities with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following consummation of or if the Registered Initial Purchasers do not receive freely tradable Exchange Offer; Securities in the Exchange Offer or (iv) upon notice of any Holder notifies (other than an Initial Purchaser) given to the Company in writing within 30 days after the commencement of the Exchange Offer that (A) due to a change in law or SEC policy it is prohibited by law or Commission policy from participating not entitled to participate in the Registered Exchange Offer; , (B) due to a change in law or SEC policy it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; resales by such Holder or (C) it is a Broker-Dealer brokerdealer and owns Registrable Securities acquired directly from the Company or an Affiliate affiliate of the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.
(b) case of each of clauses (i) The through (iv) the Company and the Guarantors shall use their respective reasonable best efforts to shall, at its cost:
(a) As promptly as practicable, file with the Commission within 30 days after such filing obligation arises (orSEC, if later, 150 days after the Closing Date) and thereafter shall use their respective its reasonable best efforts to cause to be declared effective under the Act within 75 days of such filing (or, if later, 270 as promptly as practicable but no later than 180 days after the Closing Date), pursuant to subsection (a) original issue of this Section 3the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.
(iib) The Company and the Guarantors shall use their respective Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) of two years from the date original issue of the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Registrable Securities, or (B) the date upon which for such shorter period that will terminate when all the Registrable Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding.
outstanding or otherwise to be Registrable Securities (iii) Subject to the provisions of Section 4 hereof"Effectiveness Period"); provided, however, that the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date Effectiveness Period in respect of the Shelf Registration Statement or such amendment or supplement, (A) shall be extended up to a maximum of 90 days if necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.
(c) Notwithstanding any other provisions hereof, use its reasonable best efforts to form ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the applicable requirements of 1933 Act and the Act; rules and regulations thereunder, (Bii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectusstatements, in the light of the circumstances under which they were made) , not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.
Appears in 1 contract
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is and the Subsidiary Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 150 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities (the obligation to the public without delivering comply with a prospectus and the prospectus contained in the Exchange Offer Registration Statement is delivery requirement being understood not appropriate or available for such resales; or (C) it is to constitute a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyrestriction on transferability), then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf registration statement (hereafter, a "SHELF REGISTRATION STATEMENT" and, together with any Exchange Offer Registration Statement, a "REGISTRATION STATEMENT"); providedPROVIDED, howeverHOWEVER, that no Holder of Transfer Restricted Securities (other than the Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date all of the Transfer Restricted Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company and the Subsidiary Guarantors shall be deemed not to have used their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; PROVIDED HOWEVER, that the foregoing shall not apply to actions taken by the Company and the Subsidiary Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or cease divestiture of assets, so long as the Company and the Subsidiary Guarantors within 30 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Company and the Subsidiary Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company and the Subsidiary Guarantors give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company and the Subsidiary Guarantors that use of the prospectus may be outstandingresumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Subsidiary Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company and the Subsidiary Guarantors by or on behalf of any Holder specifically for use therein (the "HOLDERS' INFORMATION")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Continental Crude Co)
Shelf Registration. (a) If If, (i) due to because of any change in law or applicable in currently prevailing interpretations thereof by of the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated completed within 30 Business Days 180 days (or if the 180th day is not a business day, the first business day thereafter) after the Exchange Offer Registration Statement is declared effective; Issue Date (the "Completion Deadline"), (iii) any the Initial Purchaser Purchasers so requests request with respect to Securities that are the Notes or the Private Exchange Notes held by them following consummation of the Registered Exchange Offer or (iv) any Holder is not eligible to be exchanged for Exchange Notes participate in the Registered Exchange Offer and that are held by it following so informs the Company prior to the consummation of the Registered Exchange Offer; or (iv) Offer or, in the case of any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it participates in the Registered Exchange Offer to or the public without delivering a prospectus and Private Exchange, such Holder does not receive freely tradeable Exchange Notes on the prospectus contained in date of the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from exchange, the Company or an Affiliate of shall, at its cost, take the Company, then the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.following actions:
(ba) as promptly as reasonably practicable (ibut in no event more than 90 calendar days after so required or requested pursuant to this Section 2) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange NotesNotes or, as if applicable, the Private Exchange Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities Notes held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders for a period of the Notes or, if applicable, the Private Exchange Notes until the earlier of (i) such time as all the “Shelf Registration Period”) from the date Notes and Private Exchange Notes covered by the Shelf Registration Statement is declared effective by are sold pursuant to Rule 144 under the Commission until Securities Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 and (ii) two years from the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Securities or Exchange NotesNotes or, as if applicable, the Private Exchange Notes covered by the Shelf Registration Statement have been sold pursuant thereto; provided, that the Company shall be deemed not to have used reasonable efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of the Notes or, if applicable, the Private Exchange Notes covered thereby not being able to be outstandingoffer and sell the Notes or, if applicable, the Private Exchange Notes during that period, unless such action is required by applicable law.
(iiic) Subject Notwithstanding any other provisions of this Agreement to the provisions of Section 4 hereofcontrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such Statement, amendment or supplement, (Ai) to comply as to form in all material respects with the applicable requirements of the Act; Securities Act and the rules and regulations of the Commission and (Bii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Registration Rights Agreement (Valassis Communications Inc)
Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is and the Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 30 Business Days 270 days after the Exchange Offer Registration Statement is declared effective; Issue Date, or (iii) any an Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for Exchange Notes Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , or (iv) any Holder notifies the Company that (A) it is prohibited by applicable law or Commission policy from participating interpretations do not permit Holder to participate in the Registered Exchange Offer; , or (Bv) it may not resell the Exchange Notes acquired by it any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities (the obligation to the public without delivering comply with a prospectus and the prospectus contained in the Exchange Offer Registration Statement is delivery requirement being understood not appropriate or available for such resales; or (C) it is to constitute a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Companyrestriction on transferability), then the Company and the Guarantors following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:
(b) (ia) The Company and the Guarantors shall use their respective reasonable best efforts to file as promptly as practicable with the Commission within 30 days after such filing obligation arises (orCommission, if later, 150 days after the Closing Date) and thereafter shall use their respective reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, provided however, that no Holder of Transfer Restricted Securities (other than the Initial Purchasers) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration StatementHolder.
(iib) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (the “Shelf Registration Period”i) two years from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof Issue Date or (B) the date upon which such shorter period that will terminate when all the Transfer Restricted Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date all of the Transfer Restricted Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided however, that the foregoing shall not apply to actions taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or cease divestiture of assets, so long as the Company and the Guarantors within 30 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Company and the Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company and the Guarantors give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company and the Guarantors that use of the prospectus may be outstandingresumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period.
(iiic) Subject to the Notwithstanding any other provisions of Section 4 hereof, the Company and the Guarantors shall cause the will ensure that (i) any Shelf Registration Statement and the related Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form thereto complies in all material respects with the applicable requirements Securities Act and the rules and regulations of the Act; Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (Bin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company and the Guarantors by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of the Prospectustherein, in the light of the circumstances under which they were made) , not misleading.
Appears in 1 contract
Sources: Exchange and Registration Rights Agreement (Sather Trucking Corp)