Additional Company Obligations. 3.1 Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as is commercially reasonably possible (or within any more-specific time period this Agreement requires): (a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose; (b) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed); (c) prepare and file with the SEC any amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act); (d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing, (i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders, (iii) of the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose, (iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of any determination by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make the statements in such documents not misleading and (vi) of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities; (e) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States; (f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements; (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject; (h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to be
Appears in 2 contracts
Samples: Registration Rights Agreement (Lyondell Chemical Co), Registration Rights Agreement (Lyondell Chemical Co)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (ii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iii) comply with all applicable rules and regulations of the SEC and each securities exchange or each quotation service on which securities issued by the Company are then listed or quoted, (iv) file the documents required of the Company and otherwise maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the Holder as may reasonably be required to sell the Holder's Registrable Securities, the Company shall, provided as expeditiously as is commercially reasonably possible to clause (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the CompanyB), copies of the registration statementhowever, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and that the Company shall use commercially reasonable efforts not be required to take into accountqualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bv) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements post-effective amendments to such registration statement the Registration Statement and the prospectus used in connection with such registration statement as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Securities Act and all other federal and state securities laws with respect to the disposition distribution of all Securities such registration statement covers Registrable Securities, and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) of the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make the statements in such documents not misleading and
(vi) of any determination provide copies to and permit counsel designated by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not Holder to be usable for resale of the Registrable Securities;
review each Registration Statement and all amendments and supplements thereto no fewer than three (e3) use reasonable best efforts business days prior to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by their filing with the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to be.
Appears in 2 contracts
Samples: Warrant Agreement (Insite Vision Inc), Warrant Agreement (Insite Vision Inc)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will use its best efforts to: (i) keep such registration effective until two years after the Closing Date (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144(k)); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
prospectus, as a Holder from time to time may reasonably request; (iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the cause all such Registrable Securities for sale in any jurisdiction registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or the initiation or threatening of any proceeding for such purpose,
quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) use its reasonable efforts to comply with all applicable rules and regulations of the SEC and (vii) notify Holders of the happening of any determination by event as a result of which the Company that any event has occurred that requires making any changes prospectus included in such registration statementthe Registration Statement, prospectusas then in effect, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
in light of the circumstances then existing; and (viviii) file the documents required of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) and otherwise use reasonable its best efforts to obtain the withdrawal of maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities Act's requirements;
Holder’s Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided B), however, that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 2 contracts
Samples: Stock and Warrant Purchase Agreement (Cardima Inc), Stock and Warrant Purchase Agreement (Cardima Inc)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as is commercially reasonably possible (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(b) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) of the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make the statements in such documents not misleading and
(vi) of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v3.1(d)(v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to be
Appears in 2 contracts
Samples: Registration Rights Agreement (Occidental Petroleum Corp /De/), Registration Rights Agreement (Occidental Petroleum Corp /De/)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securities------------------------------ registration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will use its best efforts to: (i) keep such registration effective until two years after the Closing Date (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144(k)); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Annex 1-6 Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
prospectus, as a Holder from time to time may reasonably request; (iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the cause all such Registrable Securities for sale in any jurisdiction registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or the initiation or threatening of any proceeding for such purpose,
quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) use its reasonable efforts to comply with all applicable rules and regulations of the SEC and (vii) notify Holders of the happening of any determination by event as a result of which the Company that any event has occurred that requires making any changes prospectus included in such registration statementthe Registration Statement, prospectusas then in effect, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
in light of the circumstances then existing; and (viviii) file the documents required of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) and otherwise use reasonable its best efforts to obtain the withdrawal of maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities ActHolder's requirements;
Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided B), however, that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securities------------------------------ registration effected by the Company pursuant to these registration provisions, the Company shallwill use its best efforts to: (i) keep such registration effective until December 31, as expeditiously as is commercially reasonably possible 2003 (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144(k)); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such registration statement covers Registrable Securities; (vi) use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement satisfying covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly ; and (if requestedvii) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) advise Holders of the SEC's issuance of any stop order suspending by the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification SEC with respect to the suspension Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the qualification or exemption from qualification happening of any event as a result of which the Registrable Securities for sale prospectus included in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes Registration Statement, as then in such registration statementeffect, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
in the light of the circumstances then existing; (viviii) file the documents required of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) and otherwise use reasonable its best efforts to obtain the withdrawal of maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities ActHolder's requirements;
Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided B), however, that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Samples: Unit Purchase Agreement (Sicor Inc)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securities------------------------------ registration effected by the Company pursuant to these registration provisions, the Company shallwill use its best efforts to: (i) keep such registration effective until December 31, as expeditiously as is commercially reasonably possible 2004 (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144(k)); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registerable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such registration statement covers Registrable Securities; (vi) use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement satisfying covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly ; and (if requestedvii) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) advise Holders of the SEC's issuance of any stop order suspending by the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification SEC with respect to the suspension Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the qualification or exemption from qualification happening of any event as a result of which the Registrable Securities for sale prospectus included in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes Registration Statement, as then in such registration statementeffect, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
in the light of the circumstances then existing; (viviii) file the documents required of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) and otherwise use reasonable its best efforts to obtain the withdrawal of maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities ActHolder's requirements;
Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided B), however, that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will take any and all actions necessary to: (i) keep such registration effective until two years after the Closing Date (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
Registrable Securities; (iii) furnish such reasonable number of prospectuses and other documents incident thereto, including any amendment of or supplement to the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) make reasonable efforts to comply with all applicable rules and regulations of the Company's receipt of any notification with respect to Commission; and (vii) file the suspension documents required of the qualification or exemption from qualification of Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities for sale are originally sold and (B) all other states specified in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination writing by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated (or deemed to a Holder as may reasonably be incorporated) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make the statements in sell such documents not misleading and
(vi) of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Holder's Registrable Securities;
, provided as to clause (e) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementB), or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statementhowever, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Samples: Unit Purchase Agreement (Nexmed Inc)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as is commercially reasonably possible (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to the Rightsholders who are participating in such registration statementStockholder, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement the Stockholder (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and must be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholdersthe Stockholder, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholdersthe Stockholder, underwriters and counsel may reasonably may propose. In addition, promptly after receipt of any and all transmittal letters and any other correspondence (including, without limitation, comment letters) from the SEC or any other governmental entity relating to any such registration statement or amendment or supplement thereto relating to the sections “Plan of Distribution” or “Selling Stockholders” (or any such similar provision) the Company shall furnish such transmittal letters or other correspondence to the Stockholder and the Stockholder shall have the right to request that the Company modify any such information contained in such registration statement or amendment or supplement thereto pertaining to such Stockholder in such sections, and the Company shall use its commercially best efforts to comply with such request;
(b) prepare and file with the SEC a registration statement with respect to those Registrable Securities offered pursuant to piggyback registration rights or a Demand Registration and use its commercially reasonable efforts to cause such registration statement to become effective, and keep (i) any such piggyback registration or any such Demand Registration that is an underwritten offering effective (including, without limitation, by filing any amendments or supplements to such registration statement or prospectus) until the distribution contemplated in the registration statement is completed and (ii) any such Demand Registration that is not an underwritten offering effective (including, without limitation, by filing any amendments or supplements to such registration statement or prospectus) for a period of at least 45 60 days (or such shorter period during which the distribution contemplated in the registration statement is completed); provided, however, if the Company exercises its right to defer the Demand Registration in accordance with section 4.2(c)(i), such 60 day period shall be extended by the same number of days as the deferral period invoked by the Company;
(c) prepare and file with the SEC any amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act and the terms hereof with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement Stockholder promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholdersthe Stockholder,
(iii) of the SEC's ’s issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's ’s receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make the statements in such documents not misleading misleading, and
(vi) of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statementthe Stockholder, the designated counsel for those Rightsholdersthe Stockholder, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder the Stockholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's ’s requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky blue sky laws of United States and Canadian jurisdictions that the Rightsholders Stockholder reasonably requestrequests; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (vsection 4.5(d)(v) or 3.1(d)(vi4.5(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to be incorporated) by reference in such documents and file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold under such documents, such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated in such documents or necessary to make the statements in such documents, in light of the circumstances under which they were made, not misleading;
(i) use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, any applicable securities exchange and the requirements of the Securities Act;
(j) on or before the registration statement’s effective date, provide the Company’s transfer agent for the Registrable Securities with printed certificates for the Registrable Securities that such registration statement covers in a form eligible for deposit with The Depository Trust Company;
(k) cause all Registrable Securities registered under this Agreement to be listed on each securities exchange or automated quotation system that similar Securities are then listed on, and to thereafter comply with all applicable rules of such securities exchange or automated quotation system so as to permit the continued listing of such Registrable Securities on such exchange or automated quotation system;
(l) make available for inspection by the Stockholder, any underwriter participating in any offering pursuant to such registration statement, the designated counsel for the Stockholder, any counsel to the underwriters, and any accountant or other agent retained by the Stockholder or underwriters (collectively, the “Inspectors”), financial and other records and information, pertinent corporate documents and properties of any of the Company and its Affiliates (collectively, the “Records”), as are reasonably necessary to enable them to exercise their due diligence responsibilities and cause the Company’s and its Subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, at reasonably requested times to discuss the business and affairs of the Company and its Subsidiaries, to supply promptly all information reasonably requested by any such Inspector in connection with such registration statement and to otherwise reasonably cooperate in the due diligence process of the Inspectors; provided, however, that if the Company determines in good faith that certain Records are confidential and so notifies the Inspectors in writing, the Company need not disclose such confidential Records to any Inspector unless the Inspector signs a confidentiality agreement reasonably satisfactory to the Company, which agreement shall permit the release of such confidential Records if disclosing such Records is necessary to avoid or correct a misstatement or omission in such registration statement or so ordered pursuant to a subpoena or other order from a court of competent jurisdiction; and
(m) enter into any agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings, including customary lock-up provisions) and take all other customary, appropriate and reasonable actions (including, without limitation, causing appropriate officers at reasonably requested times to attend and participate in roadshows and other informational meetings and otherwise assisting at reasonably requested times with the roadshow and other information meetings) that the managing underwriters or the Stockholder requests in connection with such agreements in order to expedite or facilitate the disposition of the Registrable Securities included in the offering, and in that connection,
(i) use its commercially reasonable efforts to obtain opinions (in form, scope and substance reasonably satisfactory to the managing underwriters’ counsel) of the Company’s counsel and updates of such opinions, addressed to each of the underwriters, as to the matters customarily covered in opinions requested in underwritten offerings and any other matters those counsel and underwriters reasonably request,
(ii) use its commercially reasonable efforts to obtain “cold-comfort” letters and updates of such letters from the Company’s independent certified public accountants (and, if necessary, any other independent certified public accountants of any Company Affiliate or of any business the Company owns for which financial statements and financial data are, or are required to be, included in the registration statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold-comfort” letters in connection with underwritten offerings, and
(iii) if requested and upon entering into any underwriting agreement, provide indemnification provisions and procedures substantially to the effect included in section 4.8 with respect to all Persons to be indemnified pursuant to such section. The Company shall perform its obligations under this section 4.5(m) at each closing under the applicable underwriting or similar agreement, or as and to the extent such agreements require.
Appears in 1 contract
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securities------------------------------ registration effected by the Company pursuant to these registration provisions, the Company shallwill use its best efforts to: (i) keep such registration effective until December 31, as expeditiously as is commercially reasonably possible 2005 (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144(k)); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registerable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such registration statement covers Registrable Securities; (vi) use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement satisfying covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly ; and (if requestedvii) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) advise Holders of the SEC's issuance of any stop order suspending by the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification SEC with respect to the suspension Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the qualification or exemption from qualification happening of any event as a result of which the Registrable Securities for sale prospectus included in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes Registration Statement, as then in such registration statementeffect, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
in the light of the circumstances then existing; (viviii) file the documents required of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) and otherwise use reasonable its best efforts to obtain the withdrawal of maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities ActHolder's requirements;
Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided B), however, that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will use its best efforts to: (or within any more-specific time period this Agreement requires):
i) (aA) at least five Business Days before filing a registration statement, prospectus or any prepare and file with the Commission such amendments or and supplements thereto, furnish to the Rightsholders who are participating Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement, Registration Statement effective and to comply with the underwriters, and a single counsel provisions of the Act with respect to the sale or other disposition of all Rightsholders requesting to include shares of Registrable Securities in securities covered by such registration statement whenever the Investors shall desire to sell or otherwise dispose of the same (which counsel will be selected by including prospectus supplements with respect to the Rightsholder requesting sales of securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the largest number Act) and (B) take all lawful action such that each of shares (1) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of Registrable Securities a material fact or omit to state a material fact required to be included stated therein or necessary to make the statements therein, in such registration light of the circumstances under which they were made, not misleading and (2) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement and of a material fact or omit to state a material fact required to be reasonably satisfactory stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, the Company agrees that it shall, within five business days of its legal eligibility to do so, file a post-effective amendment to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed Registration Statement to amend such statement to be filed. These documents will be subject on Form S-3 and to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into accountprosecute such amendment to effectiveness; (ii) (A) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), and, if appropriate, provide draft copies of the Selling Stockholders and Plan of Distribution sections (or equivalents) to the Investors as required by Section 3(c) and reflect in such documents all such comments as such Rightsholders, underwriters the Investors (and counsel their counsel) reasonably may propose;
propose with respect thereto and (bB) furnish to each Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other documents, as such Investor may reasonably request in order to facilitate the public sale or other disposition of the securities owned by such Investor; (iii) keep such registration effective until (A) all Registrable Securities have been disposed of pursuant to the Registration Statement, (B) all Registrable Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act (“Rule 144”) are met, (C) all Registrable Securities have been otherwise transferred to holders who may trade such Registrable Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend, or (D) such time as, in the opinion of counsel to the Company, all securities may be sold at any time, without volume or manner of sale limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act; (iv) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) of the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
Securities; (v) of any determination cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company that are then listed or quoted; (vi) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vii) use its best efforts to comply with all applicable rules and regulations of the SEC and (viii) notify Holders of the happening of any event has occurred that requires making any changes as a result of which the prospectus included in such registration statementthe Registration Statement, prospectusas then in effect, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
in light of the circumstances then existing, and the Company shall prepare and file a curative amendment to the Registration Statement as quickly as possible; (viix) as promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of any determination the issuance by the Company that Commission of any event has occurred that would cause such registration statement stop order or the prospectus contained therein not to be usable for resale other suspension of the Registrable Securities;
effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (ex) file the documents required of the Company and otherwise use reasonable its best efforts to obtain the withdrawal of and maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities Act's requirements;
Holder’s Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided B), however, that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or has not so consented; (xi) cooperate with the Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investors reasonably may request and registered in such names as the Investors may request; and, within three (3) trading days after a any sale pursuant to the Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Investors) an appropriate instruction and, to the extent necessary, an opinion of such counsel; and (xiii) take any action that would subject it all such other lawful actions reasonably necessary to general service expedite and facilitate the disposition by the Investors of process or taxation their Registrable Securities in any such jurisdiction where it is not then so subject;
(h) upon accordance with the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment intended methods therefor provided in the prospectus which are customary for issuers to such registration statement or perform under the related prospectus or any document incorporated (or deemed to becircumstances.
Appears in 1 contract
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is will use its commercially reasonably possible (or within any more-specific time period this Agreement requires):
reasonable efforts to: (a) keep such Registration Statement effective for a period beginning on the date the Registration Statement is declared effective by the SEC (the "Effective Date") and ending on the earliest of the following dates (such earliest date referred to herein as the "Expiration Date"): (i) the date upon which the Purchaser or any subsequent Holder fails to hold at least five Business Days before filing a registration statement, prospectus 10% of the Warrant Shares; (ii) the date upon which the Registrable Securities could be sold by the Purchaser (or any amendments or supplements thereto, furnish to the Rightsholders who are participating subsequent Holder) in such registration statement, the underwriters, and a single counsel transaction pursuant to all Rightsholders requesting to include shares of Registrable Rule 144 under the Securities in such registration statement (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, Act and the Company shall use commercially reasonable efforts has agreed to take into account, and, if appropriate, reflect such comments remove the legend referred to in Section 5(B); (iii) the date which is the fifth anniversary of the Closing Date; and (iv) the date as such Rightsholders, underwriters and counsel reasonably may propose;
of which all of the Registrable Securities have been sold pursuant to the Registration Statement; (b) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) of the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any sales of the Registrable Securities for sale pursuant to the Registration Statement; (c) furnish to the Purchaser (or subsequent Holder) as many copies of the prospectus and other documents incident thereto, including any amendment or supplement thereto, as such Holder may reasonably request (and the Company hereby consents to the use (in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(vaccordance with law) of the prospectus, and any determination amendment or supplement thereto, by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated Purchaser (or deemed to be incorporatedsubsequent Holder) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make connection with the statements in such documents not misleading and
(vi) of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale offer and sale of the Registrable Securities;
; (d) cause all Warrant Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (e) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities provide a transfer agent and registrar for sale in any jurisdiction in the United States;
all Warrant Shares and a CUSIP number for all Warrant Shares; and (f) furnish use its commercially reasonable efforts to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, comply with all applicable rules and each managing underwriter, if any, without charge, one conformed copy regulations of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to be.
Appears in 1 contract
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will use its reasonable efforts to: (i) keep such registration effective until two years after the Closing Date (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
Registrable Securities; (iii) furnish such reasonable number of prospectuses and other documents incident thereto, including any amendment of or supplement to the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) reasonable efforts to comply with all applicable rules and regulations of the Company's receipt of any notification with respect to Commission, and (vii) file the suspension documents required of the qualification or exemption from qualification of Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities for sale are originally sold and (B) all other states specified in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination writing by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated (or deemed to a Holder as may reasonably be incorporated) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make the statements in sell such documents not misleading and
(vi) of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Holder's Registrable Securities;
, provided as to clause (e) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statementB), or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statementhowever, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Samples: Purchase Agreement (Nexmed Inc)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will use its best efforts to: (or within any more-specific time period this Agreement requires):
(aA) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to the Rightsholders who are participating in keep such registration statement, effective until such date as all of the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement (which counsel will have been sold or could immediately be selected sold pursuant to Rule 144(k) promulgated by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
Commission; (bB) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause Commission such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (C) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as Xxxxx from time to time may reasonably request; (D) promptly following the delivery of a Put Election Notice or Call Notice in which the Company elects to settle in Common Stock, cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation system on which similar securities issued by the Company are then listed or quoted; (E) promptly following the delivery of a Put Election Notice or Call Notice in which the Company elects to settle in Common Stock, provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such registration statement covers Registrable Securities; (F) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders, to the extent required, as soon as reasonably practicable, an earnings statement satisfying covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act Act; and (except G) file the documents required of the Company and otherwise maintain requisite blue sky clearance in (x) all jurisdictions in which any of the Option Shares are originally sold and (y) all other states specified in writing by Xxxxx as may reasonably be required to sell Xxxxx'x Option Shares, provided, however, that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) of the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes in such registration statement, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any untrue statement of a material fact or omit to state any material fact that they are required to state or that is necessary to make the statements in such documents not misleading and
(vi) of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will shall not be required to qualify generally to do business business, subject itself to taxation, or consent to service of process in any jurisdiction where state in which it is not then now so qualified or subject to take any action that would subject it to general service of process taxation or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will use its reasonable best efforts to: (i) keep such registration effective until two years after the Closing Date (or within any more-specific time period such earlier date as provided for in the last sentence of this Agreement requires):
subsection); (a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
Registrable Securities; (iii) furnish such reasonable number of prospectuses and other documents incident thereto, including any amendment of or supplement to the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) comply with all applicable rules and regulations of the Company's receipt of any notification with respect to Commission, (vii) file the suspension documents required of the qualification or exemption from qualification of Company and otherwise maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities for sale are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction state in which it is not now so qualified or has not so consented, and (viii) notify each Holder selling Shares in such offering, at any time when a prospectus relating thereto is required to be delivered under the initiation Securities Act, upon discovery that, or threatening upon the discovery of the happening of any proceeding for such purpose,
(v) event as a result of any determination by which, the Company that any event has occurred that requires making any changes prospectus included in such registration statementstatement contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, prospectusand the Company will promptly prepare and file with the SEC and, at the request of any such Holder, furnish to such seller a reasonable number of copies of, a supplement or documents incorporated (or deemed amendment to be incorporated) by reference in any such prospectus so that, as thereafter delivered to the Holders of such documents so that they Shares, such prospectus will not contain any an untrue statement of a material fact or omit to state any a material fact that they are required to state or that is necessary to make the statements in such documents therein not misleading and
(vi) of any determination by in the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale light of the Registrable Securities;
(e) use reasonable best efforts circumstances under which they were made. The Company shall not be obligated to obtain the withdrawal of any order suspending maintain the effectiveness of the registration or satisfy the other obligations in this Section 5.3.3 (other than, in connection with the Registration Statement, under iv, v, vi and vii above) beyond two (2) years after the Closing Date or, with respect to any Holder, if (i) such registration statement, or the lifting of any suspension Holder holds less than one percent (1%) of the qualification or exemption from qualification of outstanding Common Stock, (ii) all Shares that such Holder is entitled to have registered hereunder may immediately be sold under Rule 144 during any Registrable Securities for sale in any jurisdiction in 90-day period and (iii) the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment Company has provided notice to such registration statement, in each case including financial statements and schedules, and deliver, without charge, Holder that it will no longer maintain the number of copies effectiveness of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included in such registration statement in conformity with the Securities Act's requirements;
(g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beregistration.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Insite Vision Inc)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect (1) In the registration case of any Registrable Securitiesregistration effected by the Company pursuant to these registration provisions, the Company shall, as expeditiously as is commercially reasonably possible will use its best efforts to: (i) keep such registration effective until two years after the Closing Date (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144(k); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the SEC's issuance of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
prospectus, as a Holder from time to time may reasonably request; (iv) of the Company's receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the cause all such Registrable Securities for sale in any jurisdiction registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or the initiation or threatening of any proceeding for such purpose,
quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) use its reasonable efforts to comply with all applicable rules and regulations of the SEC and (vii) notify Holders of the happening of any determination by event as a result of which the Company that any event has occurred that requires making any changes prospectus included in such registration statementthe Registration Statement, prospectusas then in effect, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
in light of the circumstances then existing; and (viviii) file the documents required of any determination by the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale of the Registrable Securities;
(e) and otherwise use reasonable its best efforts to obtain the withdrawal of maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities Act's requirements;
Holder’s Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions that the Rightsholders reasonably request; provided B), however, that the Company will shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or has not so consented.
(2) With a view to take make available to the Subscribers or Holders the benefits of Rule 144 promulgated under the Act and any action other rule or regulation of the SEC that would subject may at any time permit a Subscriber or Holder to sell Securities to the public without registration or pursuant to a registration, the Company will covenant and agree to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to any Subscriber or Holder, so long as the Subscriber or Holder owns any Securities forthwith upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to general service avail any Subscriber or Holder of process any rule or taxation in regulation of the SEC that permits the selling of any such jurisdiction where it is not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beSecurities without registration.
Appears in 1 contract
Samples: Subscription Agreement (Cardima Inc)
Additional Company Obligations. 3.1 Whenever required under this Agreement to effect In the registration case of any Registrable Securitiesregistration effected by Purchaser pursuant to these registration provisions, the Company shallPurchaser will use its best efforts to: (i) keep such registration effective until December 31, as expeditiously as is commercially reasonably possible 2006 (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to such earlier date as all of the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement have been sold or may be sold under Rule 144(k)); (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(bii) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement the Registration Statement and the prospectus used in connection with such registration statement the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Purchaser are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such registration statement covers Registrable Securities; (vi) use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement satisfying covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly ; and (if requestedvii) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective,
(ii) of any SEC request for amendments or supplements to such registration statement or the related prospectus or for additional information regarding Rightsholders,
(iii) advise Holders of the SEC's issuance of any stop order suspending by the effectiveness of such registration statement or the initiation of any proceedings for such purpose,
(iv) of the Company's receipt of any notification SEC with respect to the suspension Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the qualification or exemption from qualification happening of any event as a result of which the Registrable Securities for sale prospectus included in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(v) of any determination by the Company that any event has occurred that requires making any changes Registration Statement, as then in such registration statementeffect, prospectus, or documents incorporated (or deemed to be incorporated) by reference in any of such documents so that they will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact that they are required to state be stated therein or that is necessary to make the statements in such documents therein not misleading and
(vi) of any determination by in the Company that any event has occurred that would cause such registration statement or the prospectus contained therein not to be usable for resale light of the Registrable Securities;
circumstances then existing; (eviii) file the documents required of Purchaser and otherwise use reasonable its best efforts to obtain the withdrawal of maintain requisite blue sky clearance in (A) all jurisdictions in which any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(f) furnish to each Rightsholder participating in such registration statement, the designated counsel for those Rightsholders, and each managing underwriter, if any, without charge, one conformed copy of such registration statement, as declared effective by the SEC, and of each post-effective amendment to such registration statement, in each case including financial statements and schedules, and deliver, without charge, the number of copies of the preliminary prospectus, any amended preliminary prospectus, each final prospectus and any post-effective amendment or supplement to any of such documents, as each Rightsholder may reasonably request in order to facilitate its disposition of the Registrable Securities included are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such registration statement in conformity with the Securities ActHolder's requirements;
Registrable Securities, provided as to clause (g) use its reasonable best efforts to register and qualify the Securities such registration statement covers under all securities laws or Blue Sky laws of United States and Canadian jurisdictions B), however, that the Rightsholders reasonably request; provided that the Company will Purchaser shall not be required to qualify generally to do business or consent to service of process in any jurisdiction where state in which it is not then now so qualified or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is has not then so subject;
(h) upon the occurrence of any event contemplated by Section 3.1(d) (v) or 3.1(d)(vi), prepare a supplement or post-effective amendment to such registration statement or the related prospectus or any document incorporated (or deemed to beconsented.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sicor Inc)
