Certain Company Obligations. Whenever Registrable Common Stock is to be registered pursuant to SECTIONS 2 OR 3 of this Agreement, the Company will use reasonable diligence to effect the registration of such Registrable Common Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggy-back Registration or Demand Registration, the Company will as expeditiously as possible: (i) prepare and file with the Commission a registration statement which includes the Registrable Common Stock requested to be included and use its best efforts to cause such registration statement to become effective (which registration statement, in the case of a Demand Registration, shall in all events be filed with the Commission within 75 days after the Company's receipt of the Demand Registration, subject to the limitations set forth in SECTION 5); provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the holders of the Registrable Common Stock covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) business days prior thereto (or, in the case of any amendments to documents that have previously been filed with the Commission, such shorter period of time if the Company reasonably believes it is necessary in order to effect the registration on a timely basis so long as such period is not less than 24 hours), which documents will be subject to the reasonable review of such holders and underwriters, and provided further that if such registration statement refers to any holder of Registrable Common Stock by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder; (ii) prepare and file as soon as reasonably practicable with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for the period of time specified in SECTION 3 with respect to the Shelf Registration Statement and otherwise for 90 days (or such shorter period which will terminate when all Registrable Common Stock covered by such registration statement has been sold or withdrawn); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the holders thereof set forth in such registration statement or supplement to the prospectus; (iii) furnish to any holder of Registrable Common Stock included in such registration statement and to the managing underwriter or underwriters, if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Common Stock being sold by such holder; (iv) notify in writing each holder of Registrable Common Stock included in such registration statement, at any time when a prospectus relating-thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (v) use reasonable diligence to cause all Registrable Common Stock included in such registration statement to be listed, by the date of the first sale of Registrable Common Stock pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then listed or proposed to be listed, if any, and use reasonable diligence to cause all Registrable Common Stock included in such Registration Statement to be quoted on The Nasdaq Stock Market (or other national or small-cap market), if the Common Stock of the Company is then quoted thereon; (vi) make generally available to its security holders an earnings statement satisfying the provisions of SECTION 11(A) of the Securities Act as soon as practicable, which earnings statement shall cover the requisite 12-month period, which requirements will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act as soon as feasible; (vii) if requested by the managing underwriter or underwriters or any holder of Registrable Common Stock covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such holder reasonably requests to be included therein, including, without limitation, with respect to the Registrable Common Stock being sold by such holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Common Stock to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment; (viii) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the holders of Registrable Common Stock included in such registration statement, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Common Stock covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Common Stock covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; (ix) cooperate with the holders of Registrable Common Stock covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request; (x) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of the Registrable Common Stock being sold or the underwriters retained by holders participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock; (xi) make available for inspection by the holders, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information, reasonably requested by the holders or any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In that connection, the Company may require the holders, such underwriter and such other persons to conduct their investigation in a manner which does not disrupt the operations of the Company and to execute such confidentiality agreements as the Company may reasonably determine to be advisable; (xii) notify each holder of Registrable Common Stock of any stop order issued or threatened by the Commission in connection with any registration statement covering Registrable Common Stock and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and (xiii) if such sale is pursuant to an underwritten offering, obtain "cold comfort" letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the counsel of the holders of Registrable Common Stock may reasonably request or the managing underwriter reasonably requests.
Appears in 3 contracts
Samples: Registration Rights Agreement (Inland Resources Inc), Registration Rights Agreement (Inland Resources Inc), Registration Rights Agreement (Pengo Industries Inc)
Certain Company Obligations. Whenever Registrable Common Stock is Following delivery of a Demand Request, and subject to be registered pursuant to SECTIONS 2 OR 3 the conditions of this AgreementArticle 2, the Company will use reasonable diligence to effect the registration of such Registrable Common Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggy-back Registration or Demand Registration, the Company will as expeditiously as possibleshall:
(ia) prepare and file with the Commission a registration statement give prompt written notice of such Demand Request to all other Holders of Registrable Securities, to which includes the Registrable Common Stock requested such Holders will have thirty (30) days from receipt thereof to be included and use its best efforts to cause such registration statement to become effective (which registration statement, in the case of a Demand Registration, shall in all events be filed with the Commission within 75 days after the Company's receipt of the Demand Registration, subject to the limitations set forth in SECTION 5); provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the holders of the Registrable Common Stock covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) business days prior thereto (or, in the case of any amendments to documents that have previously been filed with the Commission, such shorter period of time if the Company reasonably believes it is necessary respond in order to effect the registration on a timely basis so long as such period is not less than 24 hours), which documents will be subject to the reasonable review have any Registrable Securities of such holders and underwritersHolders included in such registration; provided, and provided further however, that if such registration statement refers -------- ------- Holder has more than fifty (50) shareholders and is required by applicable law to any holder obtain the approval of its shareholders in order to sell such Registrable Common Stock by name or otherwise as Securities, then (if prior to the holder of any securities expiration of the Company, then thirty (30) day period such holder Holder shall so notify the Company in writing) such Holder shall have seventy (70) days from the right receipt of such notice to require (i) the insertion therein of language, in form and substance satisfactory to such holder, deliver to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holderits written response;
(iib) prepare and file as soon as reasonably practicable with the Commission such amendments and post-effective amendments use all reasonable efforts to the registration statement as may be necessary to keep the registration statement effective for the period of time specified in SECTION 3 with respect to the Shelf Registration Statement and otherwise for 90 days (or such shorter period which will terminate when all Registrable Common Stock covered by effect such registration statement has been sold or withdrawn); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the holders thereof set forth in such registration statement or supplement to the prospectus;
(iii) furnish to any holder of Registrable Common Stock included in such registration statement and to the managing underwriter or underwriters, if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Common Stock being sold by such holder;
(iv) notify in writing each holder of Registrable Common Stock included in such registration statement, at any time when a prospectus relating-thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(v) use reasonable diligence to cause all Registrable Common Stock included in such registration statement to be listed, by the date of the first sale of Registrable Common Stock pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then listed or proposed to be listed, if any, and use reasonable diligence to cause all Registrable Common Stock included in such Registration Statement to be quoted on The Nasdaq Stock Market (or other national or small-cap market), if the Common Stock of the Company is then quoted thereon;
(vi) make generally available to its security holders an earnings statement satisfying the provisions of SECTION 11(A) of the Securities Act as soon as practicable, which earnings statement shall cover the requisite 12-month period, which requirements will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act as soon as feasible;
(vii) if requested by the managing underwriter or underwriters or any holder of Registrable Common Stock covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such holder reasonably requests to be included therein, including, without limitation, with respect by filing a Registration Statement (and executing an undertaking to file any amendments thereto) covering the Registrable Securities so requested to be registered (subject to Section 2.5 if such registration is an underwritten public offering), qualifying such Registrable Securities under applicable blue sky or other securities laws of any state of the United States of America (to the extent set forth in this Agreement) and complying with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and to the extent necessary to permit or facilitate the sale and distribution of all or a portion of such Registrable Common Stock being sold by Securities as are specified in such holder request; and
(c) refrain from filing any other Registration Statements, other than pursuant to such underwriter a Registration Statement on Form F-4 or underwritersS-8 (or successor forms), the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms securities, including Registrable Securities, of the underwritten offering Company until such date that is ninety (90) days following effectiveness of the Registrable Common Stock to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(viii) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the holders of Registrable Common Stock included in such registration statement, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Common Stock covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Common Stock covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(ix) cooperate with the holders of Registrable Common Stock covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(x) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of the Registrable Common Stock being sold or the underwriters retained by holders participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock;
(xi) make available for inspection by the holders, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information, reasonably requested by the holders or any such seller, underwriter, attorney, accountant or agent Registration Statement filed in connection with such registration statement. In that connection, the Company may require the holders, such underwriter and such other persons to conduct their investigation in a manner which does not disrupt the operations of the Company and to execute such confidentiality agreements as the Company may reasonably determine to be advisable;
(xii) notify each holder of Registrable Common Stock of any stop order issued or threatened by the Commission in connection with any registration statement covering Registrable Common Stock and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and
(xiii) if such sale is pursuant to an underwritten offering, obtain "cold comfort" letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the counsel of the holders of Registrable Common Stock may reasonably request or the managing underwriter reasonably requestsDemand Registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Telenor East Invest As)
Certain Company Obligations. Whenever Registrable Common --------------------------- Stock is to be registered pursuant to SECTIONS Sections 2 OR or 3 of this Agreement, the Company will use reasonable diligence to effect the registration of such Registrable Common Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggy-back Registration or Demand Registration, the Company will as expeditiously as possible:
(i) prepare and file with the Commission a registration statement which includes the Registrable Common Stock requested to be included and use its best efforts to cause such registration statement to become effective (which registration statement, in the case of a Demand Registration, shall in all events be filed with the Commission within 75 60 days after the Company's receipt of the Demand Registration, subject to the limitations set forth in SECTION Section 5); provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the holders of the Registrable Common Stock covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) business days prior thereto (or, in the case of any amendments to documents that have previously been filed with the Commission, such shorter period of time if the Company reasonably believes it is necessary in order to effect the registration on a timely basis so long as such period is not less than 24 hours)thereto, which documents will be subject to the reasonable review of such holders and underwriters, and provided further that if such registration statement refers to any holder of Registrable Common Stock by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder;
(ii) prepare and file as soon as reasonably practicable with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for the period of time specified in SECTION Section 3 with respect to the Shelf Registration Statement and otherwise for 90 days (or such shorter period which will terminate when all Registrable Common Stock covered by such registration statement has been sold or withdrawn); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the holders thereof set forth in such registration statement or supplement to the prospectus;
(iii) furnish to any holder of Registrable Common Stock included in such registration statement and to the managing underwriter or underwriters, if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Common Stock being sold by such holder;
(iv) notify in writing each holder of Registrable Common Stock included in such registration statement, at any time when a prospectus relating-thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(v) use reasonable diligence to cause all Registrable Common Stock included in such registration statement to be listed, by the date of the first sale of Registrable Common Stock pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then listed or proposed to be listed, if any, and use reasonable diligence to cause all Registrable Common Stock included in such Registration Statement to be quoted on The Nasdaq Stock Market (or other national or small-cap market), if the Common Stock of the Company is then quoted thereon;
(vi) make generally available to its security holders an earnings statement satisfying the provisions of SECTION 11(ASection 11(a) of the Securities Act as soon as practicable, which earnings statement shall cover the requisite 12-month period, which requirements will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act as soon as feasible;
(vii) if requested by the managing underwriter or underwriters or any holder of Registrable Common Stock covered by the registration statement, promptly incorporate in a prospectus supplement or post-post- effective amendment such information as the managing underwriter or underwriters or such holder reasonably requests to be included therein, including, without limitation, with respect to the Registrable Common Stock being sold by such holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Common Stock to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(viii) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the holders of Registrable Common Stock included in such registration statement, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Common Stock covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Common Stock covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(ix) cooperate with the holders of Registrable Common Stock covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(x) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of the Registrable Common Stock being sold or the underwriters retained by holders participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock;
(xi) make available for inspection by the holders, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information, reasonably requested by the holders or any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In that connection, the Company may require the holders, such underwriter and such other persons to conduct their investigation in a manner which does not disrupt the operations of the Company and to execute such confidentiality agreements as the Company may reasonably determine to be advisable;; and
(xii) notify each holder of Registrable Common Stock of any stop order issued or threatened by the Commission in connection with any registration statement covering Registrable Common Stock and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and
(xiii) if such sale is pursuant to an underwritten offering, obtain "cold comfort" letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the counsel of the holders of Registrable Common Stock may reasonably request or the managing underwriter reasonably requests.
Appears in 1 contract
Samples: Registration Rights Agreement (Inland Resources Inc)
Certain Company Obligations. Whenever Registrable Common Stock is to be registered pursuant to SECTIONS Sections 2 OR or 3 of this Agreement, the Company will use reasonable diligence to effect the registration of such Registrable Common Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggy-back Registration or Demand Registration, the Company will as expeditiously as possible:
(i) prepare and file with the Commission a registration statement which includes the Registrable Common Stock requested to be included and use its best efforts to cause such registration statement to become effective (which registration statement, in the case of a Demand Registration, shall in all events be filed with the Commission within 75 60 days after the Company's receipt of the Demand Registration, subject to the limitations set forth in SECTION Section 5); provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the holders of the Registrable Common Stock covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) business days prior thereto (or, in the case of any amendments to documents that have previously been filed with the Commission, such shorter period of time if the Company reasonably believes it is necessary in order to effect the registration on a timely basis so long as such period is not less than 24 hours)thereto, which documents will be subject to the reasonable review of such holders and underwriters, and provided further that if such registration statement refers to any holder of Registrable Common Stock by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder;
(ii) prepare and file as soon as reasonably practicable with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for the period of time specified in SECTION Section 3 with respect to the Shelf Registration Statement and otherwise for 90 days (or such shorter period which will terminate when all Registrable Common Stock covered by such registration statement has been sold or withdrawn); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the holders thereof set forth in such registration statement or supplement to the prospectus;
(iii) furnish to any holder of Registrable Common Stock included in such registration statement and to the managing underwriter or underwriters, if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Common Stock being sold by such holder;
(iv) notify in writing each holder of Registrable Common Stock included in such registration statement, at any time when a prospectus relating-thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(v) use reasonable diligence to cause all Registrable Common Stock included in such registration statement to be listed, by the date of the first sale of Registrable Common Stock pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then listed or proposed to be listed, if any, and use reasonable diligence to cause all Registrable Common Stock included in such Registration Statement to be quoted on The Nasdaq Stock Market (or other national or small-cap market), if the Common Stock of the Company is then quoted thereon;
(vi) make generally available to its security holders an earnings statement satisfying the provisions of SECTION 11(ASection 11(a) of the Securities Act as soon as practicable, which earnings statement shall cover the requisite 12-month period, which requirements will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act as soon as feasible;
(vii) if requested by the managing underwriter or underwriters or any holder of Registrable Common Stock covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such holder reasonably requests to be included therein, including, without limitation, with respect to the Registrable Common Stock being sold by such holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Common Stock to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(viii) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the holders of Registrable Common Stock included in such registration statement, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Common Stock covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Common Stock covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(ix) cooperate with the holders of Registrable Common Stock covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(x) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of the Registrable Common Stock being sold or the underwriters retained by holders participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock;
(xi) make available for inspection by the holders, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information, reasonably requested by the holders or any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In that connection, the Company may require the holders, such underwriter and such other persons to conduct their investigation in a manner which does not disrupt the operations of the Company and to execute such confidentiality agreements as the Company may reasonably determine to be advisable;; and
(xii) notify each holder of Registrable Common Stock of any stop order issued or threatened by the Commission in connection with any registration statement covering Registrable Common Stock and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and
(xiii) if such sale is pursuant to an underwritten offering, obtain "cold comfort" letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the counsel of the holders of Registrable Common Stock may reasonably request or the managing underwriter reasonably requests.
Appears in 1 contract
Certain Company Obligations. Whenever Registrable Common Stock is to be registered pursuant to SECTIONS Sections 2 OR or 3 of this Agreement, the Company will use reasonable diligence to effect the registration of such Registrable Common Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggy-back Registration or Demand Registration, the Company will as expeditiously as possible:
(i) prepare and file with the Commission a registration statement which includes the Registrable Common Stock requested to be included and use its best efforts reasonable diligence to cause such registration statement to become effective (which registration statement, in the case of a Demand Registration, shall in all events be filed with the Commission within 75 45 days after the Company's receipt of the Demand Registration, subject to the limitations set forth in SECTION 5); provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the holders of the Registrable Common Stock covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) three business days prior thereto (or, in the case of any amendments to documents that have previously been filed with the Commission, such shorter period of time if the Company reasonably believes it is necessary in order to effect the registration on a timely basis so long as such period is not less than 24 hours)thereto, which documents will be subject to the reasonable review of such holders and underwriters, and provided further that if such registration statement refers to any holder of Registrable Common Stock by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holder;
(ii) prepare and file as soon as reasonably practicable with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for the period of time specified in SECTION Section 3 with respect to the Shelf Registration Statement and otherwise for 90 days (or such shorter period which will terminate when all Registrable Common Stock covered by such registration statement has been sold or withdrawn); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the holders thereof set forth in such registration statement or supplement to the prospectus;
(iii) furnish to any holder of Registrable Common Stock included in such registration statement and to the managing underwriter or underwriters, if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Common Stock being sold by such holder;
(iv) notify in writing each holder of Registrable Common Stock included in such registration statement, at any time when a prospectus relating-relating thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(v) use reasonable diligence to cause all Registrable Common Stock included in such registration statement to be listed, by the date of the first sale of Registrable Common Stock pursuant to such registration statement, on each securities exchange on which the Common Stock common stock of the Company is then listed or proposed to be listed, if any, and use reasonable diligence to cause all Registrable Common Stock included in such Registration Statement to be quoted on The Nasdaq Stock the NASDAQ National Market System (or other national or small-cap market), if the Common Stock common stock of the Company is then quoted thereon or is proposed to be quoted thereon;
(vi) make generally available to its security holders an earnings statement satisfying the provisions of SECTION 11(ASection 11(a) of the Securities Act as soon as practicable, which earnings statement shall cover the requisite said 12-month period, which requirements will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act as soon as feasible;
(vii) if requested by the managing underwriter or underwriters or any holder of Registrable Common Stock covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such holder reasonably requests to be included therein, including, without limitation, with respect to the Registrable Common Stock being sold by such holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Common Stock to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(viii) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the holders of Registrable Common Stock included in such registration statement, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Common Stock covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Common Stock covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(ix) cooperate with the holders of Registrable Common Stock covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(x) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Common Stock being sold or the underwriters retained by holders participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock;
(xi) make available for inspection by the holders, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information, reasonably requested by the holders or any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In that connection, the Company may require the holders, such underwriter and such other persons to conduct their investigation in a manner which does not disrupt the operations of the Company and to execute such confidentiality agreements as the Company may reasonably determine to be advisable;; and
(xii) notify each holder of Registrable Common Stock of any stop order issued or threatened by the Commission in connection with any registration statement covering Registrable Common Stock and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and
(xiii) if such sale is pursuant to an underwritten offering, obtain "cold comfort" letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the counsel of the holders of Registrable Common Stock may reasonably request or the managing underwriter reasonably requests.
Appears in 1 contract
Samples: Registration Rights Agreement (Inland Resources Inc)
Certain Company Obligations. Whenever Registrable Common Stock is Following delivery of a Demand Request, and subject to be registered pursuant to SECTIONS 2 OR 3 the conditions of this AgreementArticle 2, the Company will use reasonable diligence to effect the registration of such Registrable Common Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggy-back Registration or Demand Registration, the Company will as expeditiously as possibleshall:
(ia) prepare and file with the Commission a registration statement give prompt written notice of such Demand Request to all other Holders of Registrable Securities, to which includes the Registrable Common Stock requested such Holders will have thirty (30) days from receipt thereof to be included and use its best efforts to cause such registration statement to become effective (which registration statement, in the case of a Demand Registration, shall in all events be filed with the Commission within 75 days after the Company's receipt of the Demand Registration, subject to the limitations set forth in SECTION 5); provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the holders of the Registrable Common Stock covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) business days prior thereto (or, in the case of any amendments to documents that have previously been filed with the Commission, such shorter period of time if the Company reasonably believes it is necessary respond in order to effect the registration on a timely basis so long as such period is not less than 24 hours), which documents will be subject to the reasonable review have any Registrable Securities of such holders and underwritersHolders included in such registration; provided, and provided further however, that if such registration statement refers Holder has more than fifty (50) shareholders and is required by applicable law to any holder obtain the approval of its shareholders in order to sell such Registrable Common Stock by name or otherwise as Securities, then (if prior to the holder of any securities expiration of the Company, then thirty (30) day period such holder Holder shall so notify the Company in writing) such Holder shall have seventy (70) days from the right receipt of such notice to require (i) the insertion therein of language, in form and substance satisfactory to such holder, deliver to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any rules and regulations promulgated thereunder, the deletion of the reference to such holderits written response;
(iib) prepare and file as soon as reasonably practicable with the Commission such amendments and post-effective amendments use all reasonable efforts to the registration statement as may be necessary to keep the registration statement effective for the period of time specified in SECTION 3 with respect to the Shelf Registration Statement and otherwise for 90 days (or such shorter period which will terminate when all Registrable Common Stock covered by effect such registration statement has been sold or withdrawn); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the holders thereof set forth in such registration statement or supplement to the prospectus;
(iii) furnish to any holder of Registrable Common Stock included in such registration statement and to the managing underwriter or underwriters, if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Common Stock being sold by such holder;
(iv) notify in writing each holder of Registrable Common Stock included in such registration statement, at any time when a prospectus relating-thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(v) use reasonable diligence to cause all Registrable Common Stock included in such registration statement to be listed, by the date of the first sale of Registrable Common Stock pursuant to such registration statement, on each securities exchange on which the Common Stock of the Company is then listed or proposed to be listed, if any, and use reasonable diligence to cause all Registrable Common Stock included in such Registration Statement to be quoted on The Nasdaq Stock Market (or other national or small-cap market), if the Common Stock of the Company is then quoted thereon;
(vi) make generally available to its security holders an earnings statement satisfying the provisions of SECTION 11(A) of the Securities Act as soon as practicable, which earnings statement shall cover the requisite 12-month period, which requirements will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act as soon as feasible;
(vii) if requested by the managing underwriter or underwriters or any holder of Registrable Common Stock covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such holder reasonably requests to be included therein, including, without limitation, with respect by filing a Registration Statement (and executing an undertaking to file any amendments thereto) covering the Registrable Securities so requested to be registered (subject to Section 2.5 if such registration is an underwritten public offering), qualifying such Registrable Securities under applicable blue sky or other securities laws of any state of the United States of America (to the extent set forth in this Agreement) and complying with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and to the extent necessary to permit or facilitate the sale and distribution of all or a portion of such Registrable Common Stock being sold by Securities as are specified in such holder request; and
(c) refrain from filing any other Registration Statements, other than pursuant to such underwriter a Registration Statement on Form F-4 or underwritersS-8 (or successor forms), the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms securities, including Registrable Securities, of the underwritten offering Company until such date that is ninety (90) days following effectiveness of the Registrable Common Stock to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(viii) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the holders of Registrable Common Stock included in such registration statement, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Common Stock covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Common Stock covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(ix) cooperate with the holders of Registrable Common Stock covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(x) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of the Registrable Common Stock being sold or the underwriters retained by holders participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock;
(xi) make available for inspection by the holders, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information, reasonably requested by the holders or any such seller, underwriter, attorney, accountant or agent Registration Statement filed in connection with such registration statement. In that connection, the Company may require the holders, such underwriter and such other persons to conduct their investigation in a manner which does not disrupt the operations of the Company and to execute such confidentiality agreements as the Company may reasonably determine to be advisable;
(xii) notify each holder of Registrable Common Stock of any stop order issued or threatened by the Commission in connection with any registration statement covering Registrable Common Stock and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; and
(xiii) if such sale is pursuant to an underwritten offering, obtain "cold comfort" letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the counsel of the holders of Registrable Common Stock may reasonably request or the managing underwriter reasonably requestsDemand Registration.
Appears in 1 contract