Shelf Takedowns. Subject to the provisions of Sections 2.4 and 2.5 hereof, at any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration Statement. The Company shall, within five Business Days of its receipt of the Shelf Takedown Request, notify, in writing, of such demand all other Holders that have Registrable Securities included in the relevant Shelf Registration Statement (the “Shelf Holders”), and each Shelf Holder that wishes to include all or a portion of its Registrable Securities in the Shelf Takedown shall so notify the Company, in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall facilitate an Underwritten Offering of all Registrable Securities the Shelf Holders timely request to include in the Shelf Takedown, subject to reduction pursuant to Section 2.5.3. The right of any Holder to include its Registrable Securities in a Shelf Takedown shall be conditioned upon such Holder’s participation in the Underwritten Offering, including entering into an underwriting agreement and ancillary documents, including but not limited to a lock-up agreement, if applicable, in customary form with the Underwriter(s) selected for such Underwritten Offering.
Appears in 1 contract
Sources: Registration Rights Agreement (Heidmar Maritime Holdings Corp.)
Shelf Takedowns. Subject to the provisions of Sections 2.4 and 2.5 hereof, at In connection with any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or shelf takedown that is demanded by ▇▇▇▇▇▇▇▇ may make a written demand , the Company will:
(a “Shelf Takedown Request”a) for a Shelf Takedown in respect cooperate with Holder and the sole underwriter or managing underwriter of all or part an underwritten offering, if any, to facilitate the timely preparation and delivery of its certificates representing the Registrable Securities included to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in that Shelf Registration Statement. The Company shall, within five Business Days of its receipt such denominations (consistent with the provisions of the Shelf Takedown Requestgoverning documents thereof), notifyand registered in such names as Holder or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, in writingif any, may reasonably request at least five days prior to any sale of such demand all other Holders that have Registrable Securities included Securities;
(b) furnish to Holder and to each underwriter, if any, participating in the relevant Shelf offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as Holder or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the 4904-5412-9293 v.5 use of the Prospectus, including each preliminary prospectus, by ▇▇▇▇▇▇ and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus;
(i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use commercially reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and/or Holder to consummate the “Shelf Holders”)disposition in each such jurisdiction of such Registrable Securities owned by Holder; provided, and each Shelf Holder however, that wishes the Company shall not be obligated to include all qualify as a foreign corporation or as a portion dealer in securities in any jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of its process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction;
(d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Shelf Takedown shall Common Stock issued by the Company are then so notify qualified or listed if so requested by Holder or if so requested by the Companyunderwriter or underwriters of an underwritten offering of Registrable Securities, if any;
(e) cooperate and assist in any filings required to be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in writingthe performance of any reasonable due diligence investigation by the underwriters;
(f) solely with regard to an underwritten shelf takedown, within five days after it receives use its commercially reasonable efforts to facilitate the notice distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by ▇▇▇▇▇▇ or the lead managing underwriter;
(g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith:
1. make such representations and warranties to Holder and the underwriters in such form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
2. obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter) addressed to the underwriters and, if reasonably obtainable, Holder covering the matters customarily covered in opinions delivered in similar underwritten offerings; and 4904-5412-9293 v.5
3. obtain “cold comfort” letters and updates thereof from the Company. As soon as practicable thereafter’s independent certified public accountants addressed to the underwriters, the Company shall facilitate an Underwritten Offering of all Registrable Securities the Shelf Holders timely request to include in the Shelf Takedownand, subject to reduction pursuant to Section 2.5.3. The right of any Holder to include its Registrable Securities in a Shelf Takedown if reasonably obtainable, Holder, which letters shall be conditioned upon such Holder’s participation customary in form and shall cover matters of the Underwritten Offering, including entering into an underwriting agreement and ancillary documents, including but not limited type customarily covered in “cold comfort” letters to a lock-up agreement, if applicable, underwriters in customary form connection with the Underwriter(s) selected for such Underwritten Offeringsimilar underwritten offerings.
Appears in 1 contract
Shelf Takedowns. Subject In connection with any shelf takedown that is demanded by the relevant Purchaser(s), the Company will:
(a) cooperate with the selling Purchasers and the sole underwriter or managing underwriter of an underwritten offering, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of Sections 2.4 the governing documents thereof), and 2.5 hereofregistered in such names as the selling Purchasers or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request at least five days prior to any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration Statement. The Company shall, within five Business Days of its receipt of the Shelf Takedown Request, notify, in writing, sale of such demand all other Holders that have Registrable Securities included Securities;
(b) furnish to the relevant Purchaser(s) and to each underwriter, if any, participating in the relevant Shelf offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Purchaser(s) or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by such Purchaser(s) and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus;
(c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and/or the “Shelf Holders”)Purchasers to consummate the disposition in each such jurisdiction of such Registrable Securities owned by the Purchasers; provided, and each Shelf Holder however, that wishes the Company shall not be obligated to include all qualify as a foreign corporation or as a portion dealer in securities in any jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of its process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in the Shelf Takedown shall so notify the Company, connection therewith) in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall facilitate an Underwritten Offering of any such jurisdiction;
(d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Shelf Holders timely request Common Stock issued by the Company are then so qualified or listed if so requested by the demanding Purchaser(s) or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;
(e) cooperate and assist in any filings required to include be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the Shelf Takedownperformance of any reasonable due diligence investigation by the underwriters;
(f) solely with regard to an underwritten shelf takedown, subject use its commercially reasonable efforts to reduction facilitate the distribution and sale of any Registrable Securities to be offered pursuant to Section 2.5.3. The right of any Holder this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to include its Registrable Securities in a Shelf Takedown potential investors and taking such other actions as shall be conditioned upon such Holder’s participation in reasonably requested by the Underwritten Offeringdemanding Purchaser(s) or the lead managing underwriter;
(g) solely with regard to an underwritten shelf takedown, including entering enter into an underwriting agreement and ancillary documents, including but not limited to a lock-up agreement, if applicable, agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the Underwriter(sdisposition of such Registrable Securities and in connection therewith:
1. make such representations and warranties to the selling Purchaser(s) selected for and the underwriters in such Underwritten Offering.form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
2. obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter) addressed to the underwriters and, if reasonably obtainable, the selling Purchaser(s) covering the matters customarily covered in opinions delivered in similar underwritten offerings; and
Appears in 1 contract
Shelf Takedowns. Subject In connection with any shelf takedown that is demanded by any Shareholder or as to which piggyback rights otherwise apply, the Company will:
(a) cooperate with the selling Shareholders shares and the sole underwriter or managing underwriter of an underwritten offering shares, if any, to facilitate the timely preparation and delivery of certificates representing the shares to be sold and not bearing any restrictive legends; and enable such shares to be in such denominations (consistent with the provisions of Sections 2.4 the governing documents thereof) and 2.5 hereofregistered in such names as the selling Shareholders or the sole underwriter or managing underwriter of an underwritten offering of shares, if any, may reasonably request at any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration Statement. The Company shall, within five least two Business Days of its receipt of the Shelf Takedown Request, notify, in writing, prior to any sale of such demand all other Holders that have Registrable Securities included shares;
(b) furnish to each Shareholder and to each underwriter, if any, participating in the relevant Shelf Registration Statement offering, without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the shares; the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by each such Shareholder and underwriter in connection with the offering and sale of the shares covered by the prospectus or the preliminary prospectus;
(c) (i) use all reasonable efforts to register or qualify the shares being offered and sold, no later than the time of pricing of the applicable offering, under all applicable state securities or “blue sky” laws of such jurisdictions as each underwriter, if any, or any Shareholder holding shares covered by a registration statement, shall reasonably request; (ii) use all reasonable efforts to keep each such registration or qualification effective during the distribution of the registered shares; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and Shareholder to consummate the disposition in each such jurisdiction of such shares owned by such Shareholder; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of shares in connection therewith) in any such jurisdiction;
(d) cause all shares being sold to be qualified for inclusion in or listed on any securities exchange on which shares issued by the Company are then so qualified or listed if so requested by the Shareholders, or if so requested by the underwriter or underwriters of an underwritten offering of shares, if any;
(e) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter in an underwritten offering;
(f) use all reasonable efforts to facilitate the distribution and sale of any shares to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be requested by the Shareholders or the lead managing underwriter of an underwritten offering;
(g) [intentionally omitted];
(h) enter into customary agreements (including, in the case of an underwritten offering, one or more underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such shares and in connection therewith:
1. make such representations and warranties to the selling Shareholders and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
2. obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter, if any) addressed to the underwriters, if any (and if so requested, to each selling Shareholder), covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Shareholders and underwriters;
3. obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the underwriters, if any (and if so requested, to each selling Shareholder), which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings;
4. to the extent requested and customary for the relevant transaction, enter into a securities sales agreement with the Shareholders providing for, among other things, the appointment of such representative as agent for the selling Shareholders for the purpose of soliciting purchases of shares, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants; and
5. deliver such documents and certificates as the sole underwriter or managing underwriter, if any, any selling Shareholder, or their respective counsel, shall reasonably request to evidence the continued validity of the representations and warranties made in accordance with Section 4.3(h)(1) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company;
(i) if required by the Company’s transfer agent for the shares (the “Shelf HoldersTransfer Agent”) and/or The Depository Trust Company (“DTC”), and each Shelf Holder that wishes to include all or a portion of its Registrable Securities in the Shelf Takedown shall so notify the Company, in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall will use reasonable efforts to cause opinions of counsel to be delivered to and maintained with the Transfer Agent and/or DTC, together with any other agreements, authorizations, certificates and directions required by the Transfer Agent and/or DTC which authorize and direct the Transfer Agent to transfer shares without any restrictive legend and which allow DTC to accept such shares for settlement; and
(j) use all reasonable efforts to facilitate an Underwritten Offering the settlement of all Registrable Securities the Shelf Holders timely request shares to include in the Shelf Takedown, subject to reduction be sold pursuant to Section 2.5.3this Agreement, including through the facilities of DTC. The right of any Holder to include its Registrable Securities in a Shelf Takedown above shall be conditioned upon done at such Holder’s participation times as customarily occur in the Underwritten Offering, including entering into an underwriting agreement and ancillary documents, including but not limited to a lock-up agreement, if applicable, in customary form with the Underwriter(s) selected for such Underwritten Offeringsimilar registered offerings or shelf takedowns.
Appears in 1 contract
Sources: Registration Rights Agreement (Liberty TripAdvisor Holdings, Inc.)
Shelf Takedowns. Subject In connection with any shelf takedown that is demanded by the Purchaser, the Company will:
(a) cooperate with the Purchaser and the sole underwriter or managing underwriter of an underwritten offering, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of Sections 2.4 the governing documents thereof), and 2.5 hereofregistered in such names as the Purchaser or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request at least five days prior to any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration Statement. The Company shall, within five Business Days of its receipt of the Shelf Takedown Request, notify, in writing, sale of such demand all other Holders that have Registrable Securities included Securities;
(b) furnish to the Purchaser and to each underwriter, if any, participating in the relevant Shelf offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as the Purchaser or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by the Purchaser and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus;
(c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use its commercially reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and/or the “Shelf Holders”)Purchaser to consummate the disposition in each such jurisdiction of such Registrable Securities owned by the Purchaser; provided, and each Shelf Holder however, that wishes the Company shall not be obligated to include all qualify as a foreign corporation or as a portion dealer in securities in any jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of its process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in the Shelf Takedown shall so notify the Company, connection therewith) in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall facilitate an Underwritten Offering of any such jurisdiction;
(d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on the Shelf Holders timely request Nasdaq Global Market or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the Purchaser or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;
(e) cooperate and assist in any filings required to include be made with the Nasdaq Global Market or other securities exchange and, solely with regard to an underwritten shelf takedown, in the Shelf Takedownperformance of any reasonable due diligence investigation by the underwriters;
(f) solely with regard to an underwritten shelf takedown, subject use its commercially reasonable efforts to reduction facilitate the distribution and sale of any Registrable Securities to be offered pursuant to Section 2.5.3. The right of any Holder this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to include its Registrable Securities in a Shelf Takedown potential investors and taking such other actions as shall be conditioned upon such Holder’s participation in reasonably requested by the Underwritten OfferingPurchaser or the lead managing underwriter;
(g) solely with regard to an underwritten shelf takedown, including entering enter into an underwriting agreement and ancillary documents, including but not limited to a lock-up agreement, if applicable, agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the Underwriter(s) selected for disposition of such Underwritten Offering.Registrable Securities and in connection therewith: 1. make such representations and warranties to the Purchaser and the underwriters in such form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
Appears in 1 contract
Sources: Registration Rights Agreement (Seattle Genetics Inc /Wa)
Shelf Takedowns. Subject In connection with any shelf takedown that is demanded by the Purchaser, the Company will:
(a) cooperate with the Purchaser and the sole underwriter or managing underwriter of an underwritten offering, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of Sections 2.4 the governing documents thereof), and 2.5 hereofregistered in such names as the Purchaser or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request at least five days prior to any time sale of such Registrable Securities;
(b) furnish to the Purchaser and from time to time on or after each underwriter, if any, participating in the filing and effectiveness relevant offering, without charge, as many copies of the Shelf applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as the Purchaser or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by the Purchaser and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus;
(c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use its commercially reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or any other Shelf advisable to enable each such underwriter, if any, and/or the Purchaser to consummate the disposition in each such jurisdiction of such Registrable Securities owned by the Purchaser, including amending or supplementing such shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its to enable such Registrable Securities included to be offered and sold as contemplated by Purchaser; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in that Shelf Registration Statement. The Company shallsecurities in any jurisdiction in which it is not so qualified, within five Business Days to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of its receipt process (other than service of the Shelf Takedown Request, notify, process in writing, connection with such registration or qualification or any sale of such demand all other Holders that have Registrable Securities included in the relevant Shelf Registration Statement (the “Shelf Holders”), and each Shelf Holder that wishes to include all or a portion of its Registrable Securities in the Shelf Takedown shall so notify the Company, connection therewith) in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall facilitate an Underwritten Offering of any such jurisdiction;
(d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Shelf Holders timely request Common Stock issued by the Company are then so qualified or listed if so requested by the Purchaser or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;
(e) cooperate and assist in any filings required to include be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the Shelf Takedownperformance of any reasonable due diligence investigation by the underwriters;
(f) solely with regard to an underwritten shelf takedown, subject use its commercially reasonable efforts to reduction facilitate the distribution and sale of any Registrable Securities to be offered pursuant to Section 2.5.3. The right of any Holder this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to include its Registrable Securities in a Shelf Takedown potential investors and taking such other actions as shall be conditioned upon such Holder’s participation in reasonably requested by the Underwritten OfferingPurchaser or the lead managing underwriter;
(g) solely with regard to an underwritten shelf takedown, including entering enter into an underwriting agreement and ancillary documents, including but not limited to a lock-up agreement, if applicable, agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the Underwriter(s) selected for disposition of such Underwritten Offering.Registrable Securities and in connection therewith: 1. make such representations and warranties to the Purchaser and the underwriters in such form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
Appears in 1 contract
Shelf Takedowns. Subject In connection with any shelf takedown that is demanded by the relevant Purchaser(s), the Company will:
(a) cooperate with the selling Purchasers and the sole underwriter or managing underwriter of an underwritten offering, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of Sections 2.4 the governing documents thereof), and 2.5 hereofregistered in such names as the selling Purchasers or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request at least five days prior to any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration Statement. The Company shall, within five Business Days of its receipt of the Shelf Takedown Request, notify, in writing, sale of such demand all other Holders that have Registrable Securities included Securities;
(b) furnish to the relevant Purchaser(s) and to each underwriter, if any, participating in the relevant Shelf offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Purchaser(s) or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by such Purchaser(s) and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus;
(c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and/or the “Shelf Holders”)Purchasers to consummate the disposition in each such jurisdiction of such Registrable Securities owned by the Purchasers; provided, and each Shelf Holder however, that wishes the Company shall not be obligated to include all qualify as a foreign corporation or as a portion dealer in securities in any jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of its process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in the Shelf Takedown shall so notify the Company, connection therewith) in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall facilitate an Underwritten Offering of any such jurisdiction;
(d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Shelf Holders timely request Common Stock issued by the Company are then so qualified or listed if so requested by the demanding Purchaser(s) or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;
(e) cooperate and assist in any filings required to include be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the Shelf Takedownperformance of any reasonable due diligence investigation by the underwriters;
(f) solely with regard to an underwritten shelf takedown, subject use its commercially reasonable efforts to reduction facilitate the distribution and sale of any Registrable Securities to be offered pursuant to Section 2.5.3. The right of any Holder this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to include its Registrable Securities in a Shelf Takedown potential investors and taking such other actions as shall be conditioned upon such Holder’s participation in reasonably requested by the Underwritten Offeringdemanding Purchaser(s) or the lead managing underwriter;
(g) solely with regard to an underwritten shelf takedown, including entering enter into an underwriting agreement and ancillary documents, including but not limited to a lock-up agreement, if applicable, agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the Underwriter(sdisposition of such Registrable Securities and in connection therewith:
1. make such representations and warranties to the selling Purchaser(s) selected for and the underwriters in such Underwritten Offering.form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Eastman Kodak Co)
Shelf Takedowns. Subject In connection with any shelf takedown that is demanded by 313 or as to which piggyback rights otherwise apply, the Company will:
(a) cooperate with 313 and the sole underwriter or managing underwriter of an underwritten offering Registrable Securities, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of Sections 2.4 the governing documents thereof) and 2.5 hereofregistered in such names as the selling Securityholders or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request at least five days prior to any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration Statement. The Company shall, within five Business Days of its receipt of the Shelf Takedown Request, notify, in writing, sale of such demand all other Holders that have Registrable Securities included Securities;
(b) furnish to each Securityholder and to each underwriter, if any, participating in the relevant Shelf Registration Statement (offering, without charge, as many copies of the “Shelf Holders”)applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Securityholder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; the Company hereby consents to the use of the prospectus, including each Shelf Holder preliminary prospectus, by each such Securityholder and underwriter in connection with the offering and sale of the Registrable Securities covered by the prospectus or the preliminary prospectus;
(c) (i) use all reasonable efforts to register or qualify the Registrable Securities being offered and sold, no later than the time the applicable registration statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as each underwriter, if any, or any Securityholder holding Registrable Securities covered by a registration statement, shall reasonably request; (ii) use all reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and Securityholder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Securityholder; provided, however, that wishes the Company shall not be obligated to include all qualify as a foreign corporation or as a portion dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of its process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in the Shelf Takedown shall so notify the Company, connection therewith) in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall facilitate an Underwritten Offering of any such jurisdiction;
(d) cause all Registrable Securities being sold to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange or the Shelf Holders timely request NASDAQ National Market on which Registrable Securities issued by the Company are then so qualified or listed if so requested by 313, or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;
(e) cooperate and assist in any filings required to include be made with FINRA and in the Shelf Takedown, subject performance of any due diligence investigation by any underwriter in an underwritten offering;
(f) use all reasonable efforts to reduction facilitate the distribution and sale of any Registrable Securities to be offered pursuant to Section 2.5.3. The right of any Holder this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to include its Registrable Securities in a Shelf Takedown potential investors and taking such other actions as shall be conditioned upon such Holder’s participation requested by 313 or the lead managing underwriter of an underwritten offering; and
(g) enter into customary agreements (including, in the Underwritten Offeringcase of an underwritten offering, underwriting agreements in customary form, and including entering into an underwriting agreement provisions with respect to indemnification and ancillary documents, including but not limited to a lock-up agreement, if applicable, contribution in customary form and consistent with the Underwriter(sprovisions relating to indemnification and contribution contained herein) selected for and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Underwritten Offering.Registrable Securities and in connection therewith:
1. make such representations and warranties to the selling Securityholders and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
2. obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the lead managing underwriter, if any) addressed to the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Securityholders and underwriters; and
Appears in 1 contract
Shelf Takedowns. Subject In connection with any shelf takedown that is demanded by the relevant Purchaser(s), the Company will:
(a) cooperate with the selling Purchasers and the sole underwriter or managing underwriter of an underwritten offering, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of Sections 2.4 the governing documents thereof), and 2.5 hereofregistered in such names as the selling Purchasers or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request at least five days prior to any time and from time to time on or after the filing and effectiveness of the Shelf Registration Statement or any other Shelf Registration Statement, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Takedown Request”) for a Shelf Takedown in respect of all or part of its Registrable Securities included in that Shelf Registration Statement. The Company shall, within five Business Days of its receipt of the Shelf Takedown Request, notify, in writing, sale of such demand all other Holders that have Registrable Securities included Securities;
(b) furnish to the relevant Purchaser(s) and to each underwriter, if any, participating in the relevant Shelf offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Purchaser(s) or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by such Purchaser(s) and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus;
(c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and/or the “Shelf Holders”)Purchasers to consummate the disposition in each such jurisdiction of such Registrable Securities owned by the Purchasers; provided, and each Shelf Holder however, that wishes the Company shall not be obligated to include all qualify as a foreign corporation or as a portion dealer in securities in any jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of its process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction;
(d) if the Shelf Takedown shall so notify listing of such Registrable Securities is then permitted under the Companyrules of such exchange, in writing, within five days after it receives the notice from the Company. As soon as practicable thereafter, the Company shall facilitate an Underwritten Offering of use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Agreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Shelf Holders timely request Common Stock issued by the Company are then so qualified or listed if so requested by the demanding Purchaser(s) or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;
(e) cooperate and assist in any filings required to include be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the Shelf Takedownperformance of any reasonable due diligence investigation by the underwriters;
(f) solely with regard to an underwritten shelf takedown, subject use its commercially reasonable efforts to reduction facilitate the distribution and sale of any Registrable Securities to be offered pursuant to Section 2.5.3. The right of any Holder this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to include its Registrable Securities in a Shelf Takedown potential investors and taking such other actions as shall be conditioned upon such Holder’s participation in reasonably requested by the Underwritten Offeringdemanding Purchaser(s) or the lead managing underwriter;
(g) solely with regard to an underwritten shelf takedown, including entering enter into an underwriting agreement and ancillary documents, including but not limited to a lock-up agreement, if applicable, agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the Underwriter(sdisposition of such Registrable Securities and in connection therewith:
1. make such representations and warranties to the selling Purchaser(s) selected for and the underwriters in such Underwritten Offering.form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
Appears in 1 contract
Sources: Notes Purchase Agreement