Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable: (a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information); (b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder; (e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or
Appears in 2 contracts
Samples: Registration Rights Agreement (Scholar Rock Holding Corp), Registration Rights Agreement
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has holders of Registrable Securities have requested that the resale of any Registrable Securities be registered in accordance with pursuant to this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by holders of a majority of the Stockholder Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder each seller and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder such seller or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch seller;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder Stockholders or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder such seller or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, oror (iii) subject itself or any of its Affiliates to taxation in any material respect in any such jurisdiction in which it is not subject to taxation);
(f) promptly notify each seller and underwriter of such Registrable Securities and confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective;
(g) promptly notify each seller and underwriter of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 4.3, prepare and deliver a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(h) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which the same or similar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company;
(i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(j) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(k) use commercially reasonable efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter or managing underwriter, if any, may reasonably request at least three (3) business days prior to any sale of Registrable Securities;
(l) subject to confidentiality agreements in form and substance acceptable to the Company, make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration;
(m) advise each seller and underwriter of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority (FINRA);
(p) obtain for delivery to any underwriter of Registrable Securities an opinion or opinions of counsel for the Company in customary form;
(q) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and
(r) with respect to underwritten Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters with respect to, and participate in, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securities pursuant to a registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sun Wise (UK) Co., LTD), Registration Rights Agreement (SeaWorld Entertainment, Inc.)
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Sponsor Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Sponsor Investor, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Sponsor Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, best efforts to obtain promptly the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) (A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Common Equity are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;
(xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective; and
(xxv) if requested by any Participating Sponsor Investor, cooperate with such Participating Sponsor Investor and with the managing underwriter or agent, if any, on reasonable notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to permit any such recipient Charitable Organization to sell in the underwritten offering if it so elects.
Appears in 2 contracts
Samples: Registration Rights Agreement (InnovAge Holding Corp.), Registration Rights Agreement (InnovAge Holding Corp.)
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously soon as reasonably practicable:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Majority Participating Investors, the Company will use its reasonable best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities, not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other reasonable actions as the Majority Participating Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use reasonable best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, reasonable best efforts to obtain promptly the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) (A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq Stock Market or any other national securities exchange on which the Common Equity is or is to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its reasonable best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters delivered to underwriters in an underwritten offering;
(xxi) use its reasonable best efforts to provide (A) a legal opinion of the Company’s outside counsel dated the effective date of such registration statement addressed to the Company addressing the validity of the Registrable Securities being offered thereby, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (C) customary certificates executed by authorized officers of the Company as may be reasonably requested by any Holder or any underwriter of such Registrable Securities;
(xxii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxiii) if a Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Shelf Registration Statement covering the Registrable Securities, and, with respect to an Automatic Shelf Registration Statement, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 2 contracts
Samples: Registration Rights Agreement (EngageSmart, Inc.), Registration Rights Agreement (EngageSmart, LLC)
Company Obligations. Whenever the Company is required holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously promptly as reasonably practicable:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities to be included in the registration covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly as reasonably practicable after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly as reasonably practicable after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), at the request of the Holders of a majority of Registrable Securities to be included in such registration, the Company will use its reasonable best efforts to promptly as reasonably practicable prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time any material representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including underwriting agreements in customary form) as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to facilitate the disposition of such Registrable Securities;
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, corporate and business documents and properties of the Company as reasonably requested by such seller or underwriter and as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any share of Common Stock included in such registration statement for sale in any jurisdiction, and, in the event any such order is issued, use reasonable best efforts to promptly obtain the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities through the securities exchange on which the Registrable Securities are listed;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if reasonably requested by any managing underwriter and reasonably available, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) (A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of any applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the Common Stock is to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a “qualified independent underwriter” within the meaning of the rules of FINRA reasonably acceptable to the managing underwriter;
(xx) make available the executive officers of the Company to participate with the Holders and any underwriters in any “road shows” or conduct other selling efforts, in each case as reasonably requested by Holders of a majority of the Registrable Securities to be offered, in connection with the methods of distribution for the Registrable Securities;
(xxi) in the case of any underwritten offering, use its reasonable best efforts to obtain one or more comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters;
(xxii) use its best efforts to provide (i) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement, addressed to the Company, (i) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (A) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering and (B) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (ii) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxiii) in connection with any underwritten offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in the light of the circumstances, be misleading;
(xxiv) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxv) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxvi) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is available, keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (SmileDirectClub, Inc.)
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investor covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post- effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Investor, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Investor or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company's most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy- Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a ‘comfort’ letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non- underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Samples: Registration Rights Agreement (Vocodia Holdings Corp)
Company Obligations. Whenever any Shares become subject to a ------------------- registration statement pursuant to this Section 9, the Company shall:
(i) Promptly notify the holder of this Warrant and confirm such advice in writing (A) when such registration statement becomes effective, (B) when any post-effective amendment to any such registration statement becomes effective and (C) of any request by the SEC for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information;
(ii) Furnish to the holder of this Warrant such number of copies of any registration statement or any amendment or supplement thereto, and any prospectus (including any preliminary prospectus) contained therein in conformity with the requirements of the Act as the holder of this Warrant may reasonably request in order to effect the offering and sale of the Shares being offered and sold by the holder of this Warrant, but only while the Company is required under the provisions hereof to file a cause the registration statement under this Agreement or to use remain current;
(iii) Use its reasonable best efforts to effect register or qualify not later than the registration effective date of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable Shares registered thereunder under the circumstances"blue sky" laws of such states as the holder of this Warrant may reasonably request; provided, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and -------- however, that the Company shall consider not be obligated to qualify as a ------- foreign corporation or as a dealer in good faith securities or to execute or file any corrections reasonably requested by general consent to service of process under the laws of any such counsel with respect to state where it is not at such information)time so qualified or subject;
(biv) except as otherwise provided in Immediately notify the holder of this Agreement (including Section 2.3(b) hereof)Warrant, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for at any time when a period of not less than the earlier of (i) with respect prospectus relating to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect sale of Shares is required by law to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) be delivered in connection with any filing sales thereof, of any registration statement or prospectus the occurrence of an event requiring the preparation of a supplement or amendment or supplement theretoto such prospectus so that, cause as thereafter delivered to the purchasers of such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to Shares, such prospectus will not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading and promptly make available to the holder of this Warrant and to the underwriters any such amendment or supplement;
(dv) furnish The Company and the holder of this Warrant will enter into customary agreements (including an underwriting or indemnity agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the sale of the Shares;
(vi) In the event of an underwritten offering (in the Company's sole discretion), the Company will use its reasonable best efforts to cause to be furnished to the Stockholder holder of this Warrant a signed counterpart, addressed to the holder of this Warrant or such underwriter, of (i) an opinion or opinions of counsel to the Company and underwriter (ii) a comfort letter or comfort letters from the Company's independent accountants, each in customary form and covering such matters of Registrable Securitiesthe type customarily covered by opinions or comfort letters as the case may be, without chargeas the holder of this Warrant reasonably requests;
(vii) In the event of an underwritten offering (in the Company's sole discretion), such number the Company will make generally available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of copies twelve months, beginning within three months after the effective date of such the registration statement, each amendment and supplement thereto, which earnings statement shall satisfy the prospectus(esprovisions of Section 11(a) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned Act; and
(viii) The Company will use its reasonably best efforts to cause all Common Stock to be listed on each securities exchange (or the Nasdaq National Market System) on which similar securities issued by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orare then listed.
Appears in 1 contract
Company Obligations. Whenever If and whenever the Company is required to file a registration statement under by the provisions of this Agreement or to use its reasonable best efforts to effect the a registration of Registrable Securities, or whenever Securities under the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this AgreementAct, the Company shall, as expeditiously as reasonably practicableshall promptly:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, Prepare and file with the Commission a registration statement with respect to Registration Statement on any form that may be utilized by the resale Company and that shall permit the disposition of such the Registrable Securities in accordance with the intended method or methods of disposition thereof, and shall use its commercially reasonable best efforts to cause such registration statement Registration Statement to become and remain continually effective (provided that before filing subject to the delivery of a registration statement or prospectus, or any amendments or supplements thereto, certificate of the Chief Executive Officer of the Company will furnish copies pursuant to Sections 2(a) and 3(a) hereof) until the earlier of (i) such time as all such documents proposed to be filed to one counsel designated by of the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and Registration Statement have been sold pursuant to such Registration Statement or Rule 144 under the Company shall consider in good faith any corrections reasonably requested Securities Act, (ii) such time as all the Registrable Securities covered by such counsel Registration Statement are eligible to be resold pursuant to Rule 144 under the Securities Act without compliance with respect the volume or manner of sale requirements thereof, and (iii) the termination of this Agreement pursuant to such information)Section 9;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus(es) used in connection therewith Prospectus contained therein as may be necessary to keep such registration statement Registration Statement effective for a the time periods contemplated by Section 4(a) and such Registration Statement and Prospectus accurate and complete in all material respects during such period of not less than the earlier of (i) with respect including as may be necessary to a Long Form Demand correct any statements or omissions in such Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period Prospectus or any other Prospectus then in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementeffect if any relevant event has occurred);
(c) Furnish to each Participant copies of the Registration Statement and Prospectus therein, or amendments or supplements thereto, in connection with such quantities as they may reasonably request;
(d) Use commercially reasonable efforts to register or qualify the Registrable Securities to be included in a Registration Statement under the state securities or blue sky laws of such jurisdictions within the United States of America as such Participants may reasonably request; provided, that the Company shall not be required to qualify to do business, subject itself to taxation or consent to general service of process in any such state or jurisdiction;
(e) Notify the Participants in such registration, promptly after it shall receive notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
(f) To the extent permitted by law, notify the Participants in such registration promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(g) To the extent permitted by law, promptly notify the Participants in such registration of the filing of such amendments or supplements to a Registration Statement or Prospectus as may be necessary to correct any registration statement statements or prospectus omissions if any event has occurred as the result of which any such Registration Statement, Prospectus or amendment or supplement thereto, cause such document (i) to comply any other Prospectus then in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any effect includes an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances then existing, not misleading;
(dh) furnish to To the Stockholder and underwriter extent permitted by law, advise the Participants in such registration, promptly after it shall receive notice or obtain knowledge thereof, of Registrable Securities, without charge, such number (i) the issuance of copies any stop order by the Commission suspending the effectiveness of such registration statement, each amendment Registration Statement or the initiation or threatening of any proceeding for that purpose and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) promptly use its commercially reasonable efforts to register prevent the issuance of any stop order or qualify to obtain its withdrawal if such stop order should be issued, or (ii) any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(i) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;
(j) Use its commercially reasonable efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters, as may be requested by any managing underwriter of a registration;
(k) Use its commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form, as may be requested by any managing underwriter of a registration;
(l) Provide a transfer agent and registrar (which may be the same entity) for such Registrable Securities under such securities or blue sky laws not later than the effective date of such jurisdictions as Registration Statement;
(m) In the Stockholder or underwriter reasonably requestevent of any underwritten public offering, keep each such registration or qualification effective during perform its obligations under any underwriting agreement that it has entered into with the period the associated registration statement is required to be kept effective, and do any and managing underwriter;
(n) Cause all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities to be listed or accepted for quotation on any national securities exchange or automated quotation system on which shares of the Common Stock are then listed or quoted; and
(provided that o) Notify all Participants to such effect in the Company will not be required event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to (i) qualify generally pending material developments or other events that have not yet been publicly disclosed and as to do business in any jurisdiction where it which the Company believes public disclosure would not otherwise be required materially detrimental to qualify but for this subparagraphthe Company, or (ii) consent the Prospectus containing an untrue statement of a material fact or omitting to general service state any material fact required to be stated therein or necessary to make the statements therein, in light of process the circumstances under which they are made, not misleading. Upon receipt of such notice, each such Participant shall immediately discontinue any sales of Registrable Securities pursuant to such Registration Statement until such Participant has received copies of a supplemented or amended Prospectus or until such Participant is advised in writing by the Company that the then current Prospectus may be used and has received copies of any such jurisdiction, oramended Prospectus or supplements to the Prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Mechanical Technology Inc)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (y) reasonably requested by any Participating Holder or (z) necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least two (2) Business Days prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Purchasers reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders (i) an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement and (ii) in the event of any underwritten offering, a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in, or incorporated by reference into, the Registration Statement, on such date or dates as may be required under the underwriting agreement, in each case in customary form, scope and substance, which opinions and auditor comfort letters shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(p) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(q) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(r) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(s) the Company shall make available, during normal business hours, for inspection and review by the Purchasers, advisors to and representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(t) with a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.4 shall be treated as confidential information and shall not be disclosed by the Purchasers to any other Person other than such Purchaser’s respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Purchaser Representatives”); provided, that, each such Purchaser Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of the disclosing Purchaser with respect to the confidential information disclosed by the Purchaser to such Purchaser Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by a Purchaser of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other Governmental Authority (as defined in the Purchase Agreement), or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of such Purchaser’s confidentiality obligations to the Company), provided that, to the extent permitted by Law (as defined in the Purchase Agreement), in the event a Purchaser or Purchaser Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure (other than any such disclosure required by any administrative body or other Governmental Authority in the exercise of its regulatory or other oversight authority with respect to such Purchaser or Purchaser Representative). The confidentiality obligations herein shall, with respect to any particular Purchaser, expire on the second (2nd) anniversary of the date on which such Purchaser ceases to hold any Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Proteon Therapeutics Inc)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its commercially reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (i) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable under the circumstances, provide review of such Participating Holders and their respective counsel an opportunity and (ii) not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (i) reasonably requested by any Participating Holder or (ii) necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (i) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) of any written comments by the SEC or any request by the SEC for amendments or supplements to not contain such Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (v) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least two (2) Business Days prior to any sale of Registrable Securities;
(k) use its commercially reasonable efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Purchasers reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders (i) an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement and (ii) in the event of any underwritten offering, a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in, or incorporated by reference into, the Registration Statement, on such date or dates as may be required under the underwriting agreement, in each case in customary form, scope and substance, which opinions and auditor comfort letters shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(p) use its commercially reasonable efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(q) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(r) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(s) make available, during normal business hours, for inspection and review by the Purchasers, advisors to and representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(t) with a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.3 shall be treated as confidential information and shall not be disclosed by the Purchasers to any other Person other than such Purchaser’s respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Purchaser Representatives”); provided, that, each such Purchaser Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of the disclosing Purchaser with respect to the confidential information disclosed by the Purchaser to such Purchaser Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by a Purchaser of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other Governmental Entity (as defined in the Purchase Agreement), or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of such Purchaser’s confidentiality obligations to the Company), provided that, to the extent permitted by applicable law, in the event a Purchaser or Purchaser Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure (other than any such disclosure required by any administrative body or other Governmental Entity in the exercise of its regulatory or other oversight authority with respect to such Purchaser or Purchaser Representative). The confidentiality obligations herein shall, with respect to any particular Purchaser, expire on the second (2nd) anniversary of the date on which such Purchaser ceases to hold any Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (CalciMedica, Inc. /DE/)
Company Obligations. Whenever In the case of each registration effected by the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this AgreementSection 9, the Company shallwill keep the Investors, as expeditiously applicable, advised in writing as reasonably practicableto the initiation of each registration and as to the completion thereof. At its expense, the Company will:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become remain effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of at all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than times until the earlier of (i) with respect such time as the distribution described in the registration statement relating to a Long Form Demand Registration Statement, one hundred eighty the Conversion Shares has been completed and (180ii) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsyears from the Closing Date;
(b) prepare and file with the SEC such amendments and post-effective amendments to such registration statement and supplements to the prospectus as may be (i) reasonably requested by the holders of a majority of the Conversion Shares, and (ii) the date that all of the securities covered reasonably requested by the registration statement have been sold, and comply with the provisions of the Securities Act with respect any participating holder (to the disposition of all securities covered by extent such request relates to information relating to such holder), or (iii) necessary to keep such registration statement during such effective for the period in accordance with the intended methods of disposition time required by the sellers thereof set forth in such registration statementthis Section 9;
(c) in connection with prepare and deliver to the Investors as many copies of each preliminary and final prospectus and other documents incident thereto as each of the Investors from time to time may reasonably request;
(d) immediately notify the Investors, at any filing time when a prospectus relating to a registration of Conversion Shares is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of the Investors, prepare a supplement or amendment to such registration statement or so that, as thereafter delivered to the purchasers of such Conversion Shares, such prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(de) furnish to list the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, Conversion Shares on the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as automated quotation system and/or securities exchanges upon which the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the StockholderCommon Stock is listed;
(ef) use its commercially reasonable best efforts to register or qualify and maintain the qualification of the Conversion Shares covered by such Registrable Securities registration under such state securities or “blue sky sky” laws of such jurisdictions for offers and sales to the public as the Stockholder or underwriter Investors shall reasonably request; provided, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effectivehowever, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will shall not be required obligated to qualify as a foreign corporation to do business under the laws of or become subject to taxation in, any jurisdiction in which it shall not be then qualified, or to file any general consent to service of process;
(g) otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable Governmental Authorities in other applicable jurisdictions;
(h) notify the Investors (i) qualify generally when the Registration Statement or any amendment thereto has been filed or become effective, when the prospectus or any amendment or supplement thereto has been filed and to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphfurnish the Investors with copies thereof, (ii) consent of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the preliminary prospectus or the Final Prospectus (as defined below) or the initiation or threatening of any proceedings for such purposes, and (iii) the receipt by the Company of any notification with respect to general service the suspending of process the qualification of the Conversion Shares for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such jurisdictionpurpose; and
(i) with a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of restricted securities to the public without registration, orthe Company agrees to: (i) make and keep public information available as those terms are understood and defined in Rule 144; (ii) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act at any time after it has become subject to such reporting requirements; and (iii) so long as an Investor or transferee of an Investor owns any Securities, furnish to such Investor or transferee of suchInvestor upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the 1933 Act and the 1934 Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as suchInvestor or transferee of such Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing such Investor or transferee of such Investor to sell any such securities without registration.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Pricesmart Inc)
Company Obligations. Whenever any Registrable Shares become subject to a registration statement pursuant to this Section 9, the Company shall:
(i) Promptly notify the holder of this Warrant and confirm such advice in writing (i) when such registration statement becomes effective, (ii) when any post-effective amendment to any such registration statement becomes effective and (iii) of any request by the SEC for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information;
(ii) Furnish to the holder of this Warrant such number of copies of any registration statement or any amendment or supplement thereto, and any prospectus (including any preliminary prospectus) contained therein in conformity with the requirements of the Act as the holder of this Warrant may reasonably request in order to effect the offering and sale of the Registrable Shares being offered and sold by the holder of this Warrant, but only while the Company is required under the provisions hereof to file a cause the registration statement under this Agreement or to use remain current;
(iii) Use its reasonable best efforts to effect register or qualify not later than the effective date of such registration statement the Registrable Shares registered thereunder under the "blue sky" laws of such states as the holder of this Warrant may reasonably request; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities or to execute or file any general consent to service of process under the laws of any such state where it is not at such time so qualified or subject;
(iv) Immediately notify the holder of this Warrant, at any time when a prospectus relating to a sale of Registrable SecuritiesShares is required by law to be delivered in connection with sales thereof, of the occurrence of an event requiring the preparation of a supplement or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shallamendment to such prospectus so that, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given thereafter delivered to the Company, file with the Commission a registration statement with respect to the resale purchasers of such Registrable Securities and use its reasonable best efforts to cause Shares, such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company prospectus will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading and promptly make available to the holder of this Warrant and to the underwriters any such amendment or supplement;
(dv) furnish The Company and the holder of this Warrant will enter into customary agreements (including an underwriting or indemnity agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the sale of the Registrable Shares;
(vi) In the event of an underwritten offering (in the Company's sole discretion), the Company will use its reasonable best efforts to cause to be furnished to the Stockholder holder of this Warrant a signed counterpart, addressed to the holder of this Warrant or such underwriter, of (i) an opinion or opinions of counsel to the Company and underwriter (ii) a comfort letter or comfort letters from the Company's independent accountants, each in customary form and covering such matters of Registrable Securitiesthe type customarily covered by opinions or comfort letters as the case may be, without chargeas the holder of this Warrant reasonably requests;
(vii) In the event of an underwritten offering (in the Company's sole discretion), such number the Company will make generally available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of copies twelve months, beginning within three months after the effective date of such the registration statement, each amendment and supplement thereto, which earnings statement shall satisfy the prospectus(esprovisions of Section 11(a) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned Act; and
(viii) The Company will use its reasonably best efforts to cause all Common Stock to be listed on each securities exchange (or the Nasdaq National Market System) on which similar securities issued by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orare then listed.
Appears in 1 contract
Company Obligations. Whenever the Company is required holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority Holders covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Majority Holder, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in a manner that would have a material and adverse impact on the Company or the offering;
(vii) (A) use best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, and, in the event any such order is issued, use best efforts to promptly obtain the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of any applications, notices, registrations and responses to requests for additional information with FINRA, Nasdaq or any other national securities exchange on which the shares of Common Stock are or are to be listed, and to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its best efforts to provide (i) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (A) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (B) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (ii) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Option Care Health, Inc.)
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Investors, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a ‘comfort’ letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than five (5) Trading Days prior to the Company, file with the Commission a registration statement with respect filing of each Registration Statement and not less than two (2) Trading Days prior to the resale filing of such Registrable Securities any related Prospectus or any amendment or supplement thereto and shall use its commercially reasonable best efforts to cause such registration statement include any document that would be incorporated or deemed to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements theretobe incorporated therein by reference, the Company will shall: (i) furnish to each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the circumstancesreasonable opinion of respective counsel to each Holder, provide such counsel an opportunity to comment on any information pertaining to conduct a reasonable investigation within the holders meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the applicable Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the applicable Effectiveness Period, the number of Registrable Securities at any time exceeds 105% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible: (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 3(d).
(g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such document Holder.
(h) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the applicable Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to comply facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in all material respects with such denominations and registered in such names as any such Holder may request.
(j) Upon the requirements occurrence of any event contemplated by clause (v) or (vi) of Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply with all applicable rules and regulations of the Commission.
(l) The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of Common Stock beneficially owned by such registration statementHolder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because any Holder fails to furnish such information within three Trading Days of the Stockholder;
(e) use its commercially reasonable efforts to register or qualify Company’s request, any liquidated damages that are accruing at such Registrable Securities under such securities or blue sky laws time shall be tolled and any Event that may otherwise occur solely because of such jurisdictions as delay shall be suspended until such information is delivered to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Arch Therapeutics, Inc.)
Company Obligations. Whenever In the case of each registration effected by the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shallwill keep the Investors who have rights with respect thereto pursuant to this Agreement advised in writing as to the initiation of each registration and as to the completion thereof. In addition, as expeditiously as reasonably practicableat its expense the Company will:
(ai) prepare andIn the case of Piggyback Registrations, as soon as practicable after keep such registration pursuant to this Agreement continuously effective for a period of ninety (90) days, or such reasonable period necessary to permit the end of Investors to complete the period within which requests for registration may be given to distribution described in the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements relating thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)whichever first occurs;
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission SEC a prospectus supplement with respect to a proposed offering of Registrable Securities pursuant to an effective registration statement and, subject to this Section 3(a), keep such registration statement effective and such prospectus supplement current.
(iii) Prepare and file with the SEC such amendments and supplements to such the applicable registration statement and the prospectus(es) prospectus or prospectus supplement used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;.
(civ) in connection with any filing Furnish to the Holders such number of any correct and complete copies of the applicable registration statement or prospectus or and each such amendment or and supplement theretothereto (including in each case all exhibits) and of a prospectus, cause such document (i) to comply including a preliminary prospectus, in all material respects conformity with the requirements of the Securities Act Act, and such other documents as they may reasonably request in order to facilitate the rules disposition of Registrable Securities owned or to be distributed by them.
(v) Use its reasonable best efforts to register and regulations qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the Commission thereunder and securities owned by such Holder; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(iivi) Notify each Holder of Registrable Securities at any time when a prospectus relating thereto is required to not contain be delivered under the Securities Act of the happening of any event as a result of which the applicable prospectus, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing (which notice shall not contain any material non-public information).
(vii) Give written notice to the Holders (which notice shall not contain any material, non-public information):
(A) when any registration statement filed pursuant to Section 1A or any amendment thereto has been filed with the SEC (except for any amendment effected by the filing of a document with the SEC pursuant to the Exchange Act) and when such registration statement or any post-effective amendment thereto has become effective;
(dB) furnish of any request by the SEC for amendments or supplements to any registration statement or the prospectus included therein or for additional information;
(C) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose;
(D) of the receipt by the Company or its legal counsel of any notification with respect to the Stockholder suspension of the qualification of the Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(E) of the happening of any event that requires the Company to make changes in any effective registration statement or the prospectus related to the registration statement in order to make the statements therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made).
(viii) Use its commercially reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any registration statement referred to in Section 3(a)(vii)(C) at the earliest practicable time.
(ix) Upon the occurrence of any event contemplated by Section 3(a)(vii)(C) or 3(a)(vii)(E) and underwriter of Registrable Securitiessubject to the Company’s rights under Section 3(b), without charge, such number of copies of such registration statement, each promptly prepare a post-effective amendment and supplement thereto, the prospectus(es) included in to such registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Holders, the prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(including x) Cause all such Registrable Securities to be listed on each preliminary securities exchange on which the same class of securities issued by the Company are then listed.
(xi) If requested by Holders of a majority of the Registrable Securities being registered and/or sold in connection therewith, promptly include in a prospectus and summary prospectus) and supplement or amendment such other documents information as the Stockholder or underwriter Holders of a majority of the Registrable Securities being registered and/or sold in connection therewith may reasonably request in order to facilitate permit the disposition intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company has received such request.
(xii) Timely provide to its security holders earnings statements satisfying the provisions of Section 9(a) of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, Act and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orRule 158 thereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Broadway Financial Corp \De\)
Company Obligations. Whenever the Company is required holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority Holders covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (x) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (y) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bz) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (ix) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, Section 4(a)(v) or (iiy) consent to general service of process in any such jurisdiction or (z) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (w) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (x) promptly after receipt thereof, of any comment or request for amendment or supplement by the SEC to such registration statement or prospectus or for additional information, (y) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(g), if required by applicable law or to the extent requested by any such seller, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (z) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (x) use best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (y) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) cooperate with each Holder and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made by FINRA;
(ix) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(x) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the holders of the majority of the Registerable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a share split or combination, recapitalization or reorganization);
(xi) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement or the disposition of such Registrable Securities pursuant thereto;
(xii) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xiii) comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiv) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to insert language therein, in form and substance satisfactory to the Company and provided to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(xv) use best efforts to (x) make Short-Form Registration available for the sale of Registrable Securities and (y) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Ordinary Shares included in such registration statement for sale in any jurisdiction, and in the event any such order is issued, use best efforts to obtain the withdrawal of such order;
(xvi) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvii) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xviii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xix) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xx) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the Ordinary Shares are or are to be listed, and to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xxi) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxii) use its best efforts to provide (x) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (y) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (A) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non- underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (B) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non- underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (z) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxiii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiv) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form F-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Chindata Group Holdings LTD)
Company Obligations. Whenever the Company is required holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority Participating Holders copies of all such documents proposed to be filed or submitted a reasonable period of time prior to one counsel designated by the Stockholder covered by such registration statement filing or submission and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested timely provided comments by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an Underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, and each Free Writing Prospectus prepared in connection with any such other documents offer or sale as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Majority Participating Holders, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) use commercially reasonable efforts to (A) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, and (B) comply (and continue to comply) with the requirements of any securities exchange organization applicable to the Company, including all corporate governance requirements;
(viii) use commercially reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other customary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, in connection with any Underwritten Public Offering, participating in one (1) day “road shows,” investor presentations, marketing events and other selling efforts as reasonably requested and upon reasonable advance notice to the Company’s management);
(x) make available for inspection (subject to customary confidentiality obligations) by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all customary financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all customary information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included to address such Holder’s potential status as an underwriter or controlling person, as applicable,;
(xiv) use reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, orand, in the event any such order is issued, use reasonable best efforts to promptly obtain the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter in any Underwritten Public Offering, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act;
(xix) (A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of any applications, notices, registrations and responses to requests for additional information with FINRA and any national securities exchange on which the shares of Common Stock are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any Underwritten Public Offering, use its commercially reasonable efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its commercially reasonable efforts to provide a legal opinion of the Company’s outside counsel, (i) dated the effective date of such registration statement addressed to the Company addressing the validity of the Registrable Securities being offered thereby, and (ii) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, (A) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering and (B) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters, if any;
(xxii) use its commercially reasonable efforts to deliver customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxiii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiv) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (B. Riley Financial, Inc.)
Company Obligations. Whenever (a) As long as any Holder owns Registrable Securities, the Company is required to file a registration statement under this Agreement or covenants to use its commercially reasonable best efforts to effect timely file (or obtain extensions in respect thereof and file within the registration applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of Registrable Securitiesthe Exchange Act.
(b) Prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated therein by reference), or whenever the Stockholder has requested that Company shall furnish to the resale Holders and Special Counsel copies of all sections of any Registrable Securities document containing Holder Information which are proposed to be registered in accordance with this Agreementfiled, which documents (other than those incorporated by reference) will be subject to the review and consent of such Holders and Special Counsel, which consent shall not be unreasonably withheld.
(c) During the Effectiveness Period, the Company shall, as expeditiously as reasonably practicable:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement and the prospectus(es) used in connection therewith Registration Statement as may be necessary to (i) keep the Registration Statement continuously effective as to the applicable Registrable Securities through the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and (iii) respond as promptly as practicable to any comments received from the Commission with respect to the Registration Statement or any amendment thereto.
(ii) Notify the Holders of Registrable Securities and Special Counsel as promptly as practicable (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a "review" of such registration Registration Statement and whenever the Commission comments in writing on such Registration Statement and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional Holder Information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company 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 of any Proceeding for such purpose and (v) of the occurrence of any event that makes any Holder Information contained in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement effective for of a period material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not less than misleading.
(iii) Use its commercially reasonable efforts to cure the earlier issuance of (i) with respect any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(iv) Promptly deliver to a Long Form Demand each Holder, without charge, up to five (5) copies of the Registration Statement, one hundred eighty Prospectus or Prospectuses (180including each form of prospectus) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or each amendment or supplement thereto, cause such document .
(iv) to comply in all material respects Cooperate with the requirements Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to a Registration Statement, which certificates shall be free of all restrictive legends other than legends referencing any "lock-up" agreement to which a Holder is subject.
(vi) Upon the Securities Act occurrence of any event contemplated by Section 4(c)(ii)(v), as promptly as practicable, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the rules and regulations of the Commission thereunder and (ii) to not Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;.
(dvii) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use Use its commercially reasonable efforts to register comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 not later than forty-five (45) days after the end of any 12-month period (or qualify ninety (90) days after the end of any 12-month period if such Registrable Securities under such securities or blue sky laws period is a fiscal year) commencing on the first day of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions first fiscal quarter of such Registrable Securities (provided that the Company will not be required after the effective date of the Registration Statement, which statement shall conform to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service the requirements of process in any such jurisdiction, orRule 158.
Appears in 1 contract
Company Obligations. Whenever any Registrable Shares become subject to a registration statement pursuant to this Section 9, the Company shall:
(i) Promptly notify the holder of this Warrant and confirm such advice in writing (i) when such registration statement becomes effective, (ii) when any post-effective amendment to any such registration statement becomes effective and (iii) of any request by the SEC for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information;
(ii) Furnish to the holder of this Warrant such number of copies of any registration statement or any amendment or supplement thereto, and any prospectus (including any preliminary prospectus) contained therein in conformity with the requirements of the Act as the holder of this Warrant may reasonably request in order to effect the offering and sale of the Registrable Shares being offered and sold by the holder of this Warrant, but only while the Company is required under the provisions hereof to file a cause the registration statement under this Agreement or to use remain current;
(iii) Use its reasonable best efforts to effect register or qualify not later than the effective date of such registration statement the Registrable Shares registered thereunder under the "blue sky" laws of such states as the holder of this Warrant may reasonably request; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities or to execute or file any general consent to service of process under the laws of any such state where it is not at such time so qualified or subject;
(iv) Immediately notify the holder of this Warrant, at any time when a prospectus relating to a sale of Registrable SecuritiesShares is required by law to be delivered in connection with sales thereof, of the occurrence of an event requiring the preparation of a supplement or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shallamendment to such prospectus so that, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given thereafter delivered to the Company, file with the Commission a registration statement with respect to the resale purchasers of such Registrable Securities and use its reasonable best efforts to cause Shares, such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company prospectus will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading and promptly make available to the holder of this Warrant and to the underwriters any such amendment or supplement;
(dv) furnish The Company and the holder of this Warrant will enter into customary agreements (including an underwriting or indemnity agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the sale of the Registrable Shares;
(vi) In the event of an underwritten offering (in the Company's sole discretion), the Company will use its reasonable best efforts to cause to be furnished to the Stockholder holder of this Warrant a signed counterpart, addressed to the holder of this Warrant or such underwriter, of
(i) an opinion or opinions of counsel to the Company and underwriter (ii) a comfort letter or comfort letters from the Company's independent accountants, each in customary form and covering such matters of Registrable Securitiesthe type customarily covered by opinions or comfort letters as the case may be, without chargeas the holder of this Warrant reasonably requests;
(vii) In the event of an underwritten offering (in the Company's sole discretion), such number the Company will make generally available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of copies twelve months, beginning within three months after the effective date of such the registration statement, each amendment and supplement thereto, which earnings statement shall satisfy the prospectus(esprovisions of Section 11(a) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned Act; and
(viii) The Company will use its reasonably best efforts to cause all Common Stock to be listed on each securities exchange (or the Nasdaq National Market System) on which similar securities issued by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orare then listed.
Appears in 1 contract
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than five (5) Trading Days prior to the Company, file with the Commission a registration statement with respect filing of each Registration Statement and not less than two (2) Trading Days prior to the resale filing of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, any related Prospectus or any amendments amendment or supplements theretosupplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company will shall: (i) furnish to each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the circumstancesreasonable opinion of respective counsel to each Holder, provide such counsel an opportunity to comment on any information pertaining to conduct a reasonable investigation within the holders meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible: (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 4(d).
(g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such document Holder.
(h) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to comply facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in all material respects with such denominations and registered in such names as any such Holder may request.
(j) Upon the requirements occurrence of any event contemplated by clause (v) or (vi) of Section 4(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 4(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply with all applicable rules and regulations of the Commission.
(l) The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of Common Stock beneficially owned by such registration statementHolder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because any Holder fails to furnish such information within three Trading Days of the Stockholder;Company’s request, any liquidated damages that are accruing at such time shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended until such information is delivered to the Company.
(em) use its commercially reasonable efforts Within one (1) day following the effectiveness of any Registration Statement (the “Effective Registration Statement”) that registers the Registrable Securities, the Company shall issue to register or qualify such Registrable and maintain a legal opinion with the Company’s Transfer Agent listing each Holder and the amount of Registerable Securities under such securities or blue sky laws of such jurisdictions as that each Holder owns for resale pursuant to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective Effective Registration Statement during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orEffectiveness Period.
Appears in 1 contract
Samples: Registration Rights Agreement (Vitro Biopharma, Inc.)
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder that holds Registrable Securities registered by a registration statement of (A) the issuance by the SEC of any stop order suspending the effectiveness of any such registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each such registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Majority Participating Investors, the Company will use its reasonable best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(A) use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities, not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other reasonable actions as the Majority Participating Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use reasonable best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, reasonable best efforts to obtain promptly the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the Common Equity is or is to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its reasonable best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its reasonable best efforts to provide (A) a legal opinion of the Company’s outside counsel dated the effective date of such registration statement addressed to the Company addressing the validity of the Registrable Securities being offered thereby, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (C) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (European Wax Center, Inc.)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to ------------------- effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale Registration of any Registrable Securities be registered in accordance with this AgreementSecurities, the Company shall, as expeditiously as reasonably practicablepossible:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission a registration statement Registration Statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement Registration Statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities Registered thereunder, keep such Registration Statement effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed for up to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)hundred twenty (120) days;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus(es) prospectus used in connection therewith with such Registration Statement as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;
(d) use its reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith -------- or as a condition thereto to qualify to do business or to file a general consent to service of process or to become subject to taxation in any such states or jurisdictions;
(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;
(f) notify each Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing;
(dg) furnish provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Stockholder such Registration Statement and underwriter of a CUSIP number for all such Registrable Securities, without charge, such number of copies in each case not later than the effective date of such registration statementRegistration; and
(h) furnish, each amendment and supplement thereto, at the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the any Holder requesting Registration of Registrable Securities owned by pursuant to this Agreement, on the Stockholder;
(e) use its commercially reasonable efforts to register or qualify date that such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such are delivered for sale in connection with a registration or qualification effective during the period the associated registration statement is required pursuant to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to this Agreement: (i) qualify generally an opinion, dated such date, of the counsel representing the company for the purposes of such registration, in form and substance as is customarily given to do business underwriters in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, an underwritten public offering; and (ii) consent a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to general service of process underwriters in any such jurisdictionan underwritten public offering, oraddressed to the underwriters.
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (x) reasonably requested by any Participating Holder or (y) necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company no later than one (1) trading day following the date (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance; provided that, such notice shall not, without the consent of a Participating Holder, disclose to such Participating Holder any material non-public information;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders reasonably request to be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdictionjurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates or book entry statements, as applicable, representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least one (1) Business Day prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Purchasers reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders (i) an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement and (ii) in the event of any underwritten offering, a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in, or incorporated by reference into, the Registration Statement, on such date or dates as may be required under the underwriting agreement, in each case in customary form, scope and substance, which opinions and auditor comfort letters shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(p) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(q) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(r) use reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(s) the Company shall make available, during normal business hours, for inspection and review by the Purchasers, advisors, accountants and attorneys to and representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who are reasonably acceptable to the Company) (collectively, the “Inspectors”), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company (collectively, the “Records”) as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Inspectors in connection with the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Inspectors to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. Notwithstanding the foregoing, the Company shall not disclose material nonpublic information to the Purchasers or any other Inspector, unless prior to disclosure of such information the Company identifies such information as being material non-public information for review and any Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto, provided that in connection with an underwritten offering any Purchaser wishing to obtain such information will negotiate with the Company in good faith with respect to such confidentiality agreement;
(t) with a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep adequate current public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold pursuant to Rule 144 or any other rule of similar effect by the holders thereof without restriction as to volume or manner of sale, and without the requirement that the Company be in compliance with the current public information requirement of Rule 144 or (B) such date as all of the Registrable Securities shall have been resold; (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 each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and
(u) otherwise use commercially reasonable rules and regulations of the SEC under the Securities Act and the Exchange Act, including Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Participating Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Participating Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Protara Therapeutics, Inc.)
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Holders covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Holders, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, Holder presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a ‘comfort’ letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Company Obligations. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required to file a registration statement under this Agreement or to shall use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementunder the Securities Act, and pursuant thereto the Company shall, shall as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationfiled);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect six months, or such shorter period during which all Registrable Securities requested to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement be registered have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(diii) furnish to the Stockholder and underwriter each seller of Registrable Securities, without charge, Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch seller;
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or managing underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will shall not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction);
(v) notify each seller of such Registrable Securities, orat any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(vi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASDAQ national market system;
(vii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(viii) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);
(ix) make available for inspection by any seller of Registrable Securities, any underwriter participating in such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement;
(xi) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(xii) obtain a cold comfort letter from the Company's independent public accountants in customary form covering such matters of the type customarily covered by such cold comfort letters addressed to the sellers of Registrable Securities; and
(xiii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its commercially reasonable best efforts to effect affect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shallwill, as expeditiously as reasonably practicablepossible:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its commercially reasonable best efforts to cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement remain continuously effective for a period of not less than that will terminate upon the earlier of (i) with respect the date on which all Registrable Securities covered by such Registration Statement as amended from time to a Long Form Demand Registration Statementtime, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearshave been sold, and (ii) the date that on which all of the securities Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144;
(b) prepare and file with the registration statement have been sold, SEC such amendments and post-effective amendments to the Registration Statement(s) and the Prospectus as may be necessary to keep the Registration Statement(s) effective for the period specified in Section 3(a) and to comply with the provisions of the Securities 1933 Act and the 1934 Act with respect to the disposition distribution of all securities of the Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementthereby;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement theretothe event the Company selects an underwriter for the offering, cause such document (i) to comply the Company shall enter into and perform its reasonable obligations under an underwriting agreement, in all material respects usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the requirements underwriter of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingsuch offering;
(d) furnish if required by the underwriter, or if any Purchaser is described in the Registration Statement as an underwriter, the Company shall furnish, on the effective date of the Registration Statement (except with respect to clause (i) below) and on the date that Registrable Securities are delivered to an underwriter, if any, for sale in connection with the Registration Statement (including any Purchaser deemed to be an underwriter), (i) (A) in the case of an underwritten offering, an opinion, dated as of the closing date of the sale of Registrable Securities to the Stockholder and underwriter of Registrable Securitiesunderwriters, without charge, such number of copies from independent legal counsel representing the Company for purposes of such registration statementRegistration Statement, each amendment in form, scope and supplement theretosubstance as is customarily given in an underwritten public offering, addressed to the prospectus(es) included underwriters and the Purchasers participating in such registration statement underwritten offering, or (B) in the case of an “at the market” offering, an opinion, dated as of or promptly after the effective date of the Registration Statement to the Purchasers, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in a public offering, addressed to the Purchasers, and (ii) a letter, dated as of the effective date of such Registration Statement and confirmed as of the applicable dates described above, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order any Purchaser deemed to facilitate the disposition of the Registrable Securities owned by the Stockholderbe an underwriter);
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in prevent the issuance of any jurisdiction where it would not otherwise be required to qualify but for this subparagraphstop order or other suspension of effectiveness and, (ii) consent to general service if such order is issued, obtain the withdrawal of process in any such jurisdictionorder at the earliest possible moment;
(f) use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, orinterdealer quotation system or other market on which similar securities issued by the Company are then listed;
(g) With a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file in a timely manner all reports and other documents required of the Company; and (iii) furnish to each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written Statement(s) by the Company that it has complied with all applicable reporting requirements, (B) a copy of the Company’s most recent Annual Report or Quarterly Report, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation that permits the selling of any such Registrable Securities without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Digital Caddies, Inc.)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shallwill, as expeditiously as reasonably practicablepossible:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its Use reasonable best efforts to (i) cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to remain continuously effective for a period that will terminate upon the extent practicable under earlier of the circumstances, provide such counsel an opportunity to comment date on any information pertaining to the holders of which all Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect Registration Statement as amended from time to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof)time, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and the date on which all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(k) (the “Effectiveness Period”) and advise the Investors in writing when the Effectiveness Period has expired, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities 1933 Act and the 1934 Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Investors thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(b) Prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement continuously effective for the period specified in Section 3(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby.
(c) Provide copies to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) Trading Days prior to their filing with the SEC. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Required Investors shall reasonably object in connection with any filing good faith, provided that the Company is notified of such objection in writing no later than five Trading Days after the Investors have been so furnished copies of a Registration Statement or one Trading Day after the Investors have been so furnished copies of any registration statement related Prospectus or amendments or supplements thereto.
(d) Furnish to the Investors’ legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Trading Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus or and Prospectus and each amendment or supplement thereto, cause and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such document Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor that are covered by the related Registration Statement.
(e) Use reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment.
(f) Prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction.
(g) Use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed.
(h) Notify the Investors of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that any and all of such information shall remain confidential to each Investor until such information otherwise becomes public, unless disclosure by an Investor is required by law; provided, further, that notwithstanding each Investor’s agreement to keep such information confidential, each such Investor makes no acknowledgement that any such information is material, non-public information.
(i) Otherwise use reasonable best efforts to comply in with all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission SEC under the 1933 Act and the 1934 Act, take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).
(j) With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to not each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.
(k) If requested by an Investor, cooperate with such Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Investor may request.
(l) Upon the occurrence of any event contemplated by Section 3(h), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Investors in accordance with clauses (iii) through (vi) of Section 3(h) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Investors shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(l) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(c), for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12 month period.
(dm) furnish Comply with all applicable rules and regulations of the SEC.
(n) The Company shall effect a filing with respect to the Stockholder and underwriter public offering contemplated by each Registration Statement (an “Issuer Filing”) with the National Association of Registrable SecuritiesSecurities Dealers, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(esInc. (“NASD”) included in such registration statement (including each preliminary prospectus and summary prospectusCorporate Financing Department pursuant to NASD Rule 2710(b) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition within one Trading Day of the Registrable Securities owned date that the Registration Statement is first filed with the SEC and pay the filing fee required by such Issuer Filing. The Company shall use reasonable best efforts to pursue the Issuer Filing until the NASD issues a letter confirming that it does not object to the terms of the offering contemplated by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws Registration Statement as described in the plan of such jurisdictions distribution attached hereto as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orAnnex A.
Appears in 1 contract
Samples: Registration Rights Agreement (Golden Phoenix Minerals Inc /Mn/)
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than Two (2) Trading Days prior to the Company, file with the Commission a registration statement with respect to the resale filing of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, any related Prospectus or any amendments amendment or supplements theretosupplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company will shall (i) furnish to each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the circumstancesreasonable opinion of respective counsel to each Holder, provide such counsel an opportunity to comment on any information pertaining to conduct a reasonable investigation within the holders meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 3(d).
(g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such document Holder.
(h) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to comply facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in all material respects with such denominations and registered in such names as any such Holder may request.
(j) Upon the requirements occurrence of any event contemplated by clause (v) or (vi) of Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply with all applicable rules and regulations of the Commission.
(l) The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of Common Stock beneficially owned by such registration statementHolder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because any Holder fails to furnish such information within three Trading Days of the Stockholder;
(e) use its commercially reasonable efforts to register or qualify Company’s request, any liquidated damages that are accruing at such Registrable Securities under such securities or blue sky laws time shall be tolled and any Event that may otherwise occur solely because of such jurisdictions as delay shall be suspended until such information is delivered to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Alzamend Neuro, Inc.)
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than three (3) Trading Days prior to the Company, file with the Commission a registration statement with respect filing of each Registration Statement and not less than one (1) Trading Days prior to the resale filing of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, any related Prospectus or any amendments amendment or supplements theretosupplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company will shall: (i) furnish to the Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of the circumstancesHolder, provide and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel an opportunity to comment on any information pertaining to the holders Holder, to conduct a reasonable investigation within the meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holder advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holder thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holder of not less than the number of such Registrable Securities.
(d) Notify the Holder of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible: (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to the Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 3(d).
(g) The Company shall cooperate with any broker-dealer through which the Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any the Holder.
(h) Prior to any resale of Registrable Securities by the Holder, use its reasonable best efforts to register or qualify or cooperate with the Holder in connection with the registration or qualification (or exemption from the Registration or qualification) of such document Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as the Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) to comply in all material respects If requested by the Holder, cooperate with the requirements Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Credit Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any the Holder may request.
(j) Upon the occurrence of any event contemplated by clause (v) or (vi) of Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holder in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holder shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply with all applicable rules and regulations of the Commission.
(l) The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of such registration statementCommon Stock beneficially owned by the Holder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because the Stockholder;
(e) use its commercially reasonable efforts Holder fails to register or qualify furnish such Registrable Securities under information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such securities or blue sky laws time shall be tolled and any Event that may otherwise occur solely because of such jurisdictions as delay shall be suspended until such information is delivered to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orCompany.
Appears in 1 contract
Company Obligations. Whenever If and whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Shares under the Securities be registered Act as provided in accordance with this Agreement, the Company shall, as expeditiously promptly as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission SEC a registration statement with respect to the resale of such Registrable Securities Shares and use its reasonable best efforts to cause such registration statement to become effective as soon thereafter as reasonably practicable. The Company will promptly notify Holder and, if requested by Holder, confirm such advice in writing, (provided that before filing a i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective, and (iii) of any request by the SEC for any amendment or supplement to such registration statement or prospectus, any prospectus relating thereto or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such for additional information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a at least six months (or for such shorter period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that in which Holder has sold all of the securities covered by the Registrable Shares included in such registration statement have been sold, statement) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof Holder set forth in such registration statement;
(c) furnish to Holder at least one copy of such registration statement and of each amendment and supplement thereto (in connection with any filing each case including all exhibits) and such number of copies of the prospectus included in such registration statement (including each preliminary prospectus) and of each supplement thereto and of such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Shares by Holder;
(d) use its reasonable efforts to register or qualify the Registrable Shares covered by the registration statement under such securities or blue sky laws of any registration statement State of the United States as Holder or prospectus the managing underwriter, if any, shall reasonably request, and do any and all other acts and things which may be reasonably necessary or amendment or supplement theretoadvisable to enable Holder and each underwriter, cause if any, to consummate the disposition in such document (i) jurisdictions of the Registrable Shares to comply be sold by Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in all material respects with any jurisdiction where, but for the requirements of this Paragraph 5.1(d), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(e) promptly notify Holder at any time when a prospectus is required to be delivered under the Securities Act during the period mentioned in Paragraph 5.1(b) and the rules and regulations Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the Commission thereunder circumstances then existing; and, at the request of Holder, promptly prepare and (ii) furnish to Holder a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus shall not contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in the light of the circumstances then existing; and
(df) furnish make available for inspection by Holder, 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 Holder or any such underwriter, in each case upon receipt of an appropriate confidentiality agreement, all financial and other records, corporate documents and properties of the Stockholder Company and underwriter of Registrable Securitiesits subsidiaries, without chargeand cause the Company's officers and employees to supply all information, as may be reasonably requested by Holder or any such number of copies of underwriter, attorney, accountant or agent in connection with such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or.
Appears in 1 contract
Samples: Registration Rights Agreement (Newpark Resources Inc)
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than five (5) Trading Days prior to the Company, file with the Commission a registration statement with respect filing of each Registration Statement and not less than two (2) Trading Days prior to the resale filing of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, any related Prospectus or any amendments amendment or supplements theretosupplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company will shall: (i) furnish to each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the circumstancesreasonable opinion of respective counsel to each Holder, provide such counsel an opportunity to comment on any information pertaining to conduct a reasonable investigation within the holders meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible: (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 4(d).
(g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such document Holder.
(h) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to comply facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in all material respects with such denominations and registered in such names as any such Holder may request.
(j) Upon the requirements occurrence of any event contemplated by clause (v) or (vi) of Section 4(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 4(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply with all applicable rules and regulations of the Commission.
(l) The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of Common Stock beneficially owned by such registration statementHolder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because any Holder fails to furnish such information within three Trading Days of the Stockholder;
(e) use its commercially reasonable efforts to register or qualify Company’s request, any liquidated damages that are accruing at such Registrable Securities under such securities or blue sky laws time shall be tolled and any Event that may otherwise occur solely because of such jurisdictions as delay shall be suspended until such information is delivered to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orCompany.
Appears in 1 contract
Samples: Securities Purchase Agreement (Trio Petroleum Corp.)
Company Obligations. Whenever the Company is required holders of Registrable Shares have requested that any Registrable Shares be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered Shares in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities Shares and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority VEP Stockholders covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Stockholder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Shares by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(div) furnish to the Stockholder and underwriter each seller of Registrable Securities, without charge, Shares thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), each Free Writing Prospectus and such other documents as the Stockholder or underwriter such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by the Stockholdersuch seller;
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as the lead underwriter or the Majority VEP Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Registrable Securities seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Shares (A) promptly after it receives notice thereof, orof the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), at the request of the holders of a majority of the Registrable Securities covered by such registration statement, the Company will use its best efforts to prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(vii) use best efforts to cause all such Registrable Shares to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Shares with FINRA;
(viii) use best efforts to provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Shares being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Shares (including, without limitation, participating in “road shows,” investor presentations and marketing events and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(xi) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration, Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Stockholder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Stockholder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Stockholder and its counsel should be included;
(xiv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction use best efforts promptly to obtain the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Shares;
(xvi) cooperate with the Stockholders covered by the registration statement and the managing underwriter or agent, 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 agent, if any, or such Stockholders may request;
(xvii) cooperate with each Stockholder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with FINRA;
(xviii) make available the executive officers of the Company to participate with the Stockholders and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the Majority VEP Stockholders in connection with the methods of distribution for the Registrable Shares;
(xix) in the case of any underwritten offering, use its best efforts to obtain one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xx) use its best efforts to provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement), the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion will be addressed to the underwriters and the holders of such Registrable Shares;
(xxi) if the Company files an Automatic Shelf Registration Statement covering any Registrable Shares, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxii) if the Company does not pay the filing fee covering the Registrable Shares at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Shares are to be sold; and
(xxiii) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Shares, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Datto Holding Corp.)
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever to permit the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall use its reasonable best efforts to to:
i. cause such Shelf Registration Statement to remain effective with the SEC and to prepare and file with (or submit confidentially to) the SEC any registration statement to become be filed and declared effective pursuant to this Agreement, in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel of the Heritage Group covered by such registration statement copies of all such documents proposed to be filed or submitted, which documents will be subject to one counsel designated the reasonable review and comment of such counsel);
ii. notify the Heritage Group of (A) the issuance by the Stockholder covered by such SEC of any stop order suspending the effectiveness of any registration statement and filed pursuant to this Agreement or the extent practicable under initiation of any proceedings for that purpose, (B) the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered receipt by such registration statement contained therein; and the Company shall consider in good faith or its counsel of any corrections reasonably requested by such counsel notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such information)purpose, and (C) the effectiveness of each registration statement filed hereunder;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), iii. prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an Underwritten Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesiv. furnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(e) v. use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
vi. notify the Heritage Group in writing (A) promptly after it receives notice thereof, orof the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(d), if required by applicable law or to the extent requested by the Heritage Group, the Company will use its reasonable efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) prior to the Closing of any Underwritten Offering, if at any time the Company becomes aware that the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar sale agreement, relating to the offering shall cease to be true and correct in any material respect;
vii. cause all such Registrable Securities to be listed on each securities exchange on which the Common Stock of the Company is then listed;
viii. provide a transfer agent and registrar for all such Registrable Securities and use reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders or any managing underwriter(s);
ix. in the case of any Underwritten Offering in which any Stockholder participates pursuant to this Agreement, enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the managing underwriters may reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including making available the executive officers of the Company and participating in customary “road shows,” and investor presentations);
x. in connection with any Underwritten Offering, make reasonably available for inspection by the managing underwriters of such Underwritten Offering and one law firm and accounting firm acting for the managing underwriters, pertinent financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, managing underwriter, attorney, or accountant in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto; provided, however, that any such records and other information provided that is not generally publicly available shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews;
xi. ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration, Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
xii. permit any Holder which, based on the opinion of external counsel, might be deemed to be an underwriter of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language with respect thereto for insertion therein, in form and substance reasonably satisfactory to the Company, which in the reasonable judgment of such Holder and its external counsel should be included;
xiii. prevent the issuance of any stop order suspending the effectiveness of any registration statement filed with the SEC pursuant to this Agreement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction in the United States, and in the event any such order is issued, use reasonable efforts to obtain promptly the withdrawal of such order;
xiv. cooperate with the Holders covered by a registration statement or Shelf Offering related to an Underwritten Offering and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (or arrange for book entry transfer of securities in the case of uncertificated securities), and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request at least two (2) Business Days prior to any proposed sale of Registrable Securities to the underwriters;
xv. take no action prohibited by Regulation M under the Exchange Act;
xvi. make all required filings by the Company with FINRA and use commercially reasonable efforts to cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, Nasdaq or any other national securities exchange on which the shares of Common Stock are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
xvii. in the case of any Underwritten Offering, use its reasonable efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
xviii. in the case of any Underwritten Offering, use its reasonable efforts to provide (A) a customary legal opinion of the Company’s outside counsel addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in Underwritten Offering pursuant to the Shelf Registration Statement (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an Underwritten Offering and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an Underwritten Offering and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities; and xix. cooperate with the Holders transferring Common Stock to facilitate the delivery of certificates representing Registrable Securities to be sold or transferred and not bearing any restrictive legends (or arrange for book entry transfer of securities in the case of uncertificated securities), including using reasonable efforts to provide a customary legal opinion of the Company’s outside counsel addressed to the Company’s transfer agent, if requested by the transfer agent.
Appears in 1 contract
Samples: Registration Rights Agreement (Heritage-Crystal Clean, Inc.)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least three (3) Business Days prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Investor reasonably requests in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(m) obtain for delivery to the Participating Holders an opinion or opinions from counsel for the Company dated the Effective Date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(n) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(o) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the Effective Date of such Registration Statement;
(q) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Class A Ordinary Shares is then listed or quoted and on each inter- dealer quotation system on which any of the Class A Ordinary Shares is then quoted;
(r) the Company shall make available, during normal business hours, for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Documents (as defined in the Subscription Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and the representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(s) with a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell Class A Ordinary Shares or ADSs to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 the Investor upon request, as long as the Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 20-F or Quarterly Report on Form 6-K, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.5 shall be treated as confidential information and shall not be disclosed by the Investor to any other Person other than the Investor and its Affiliate’s respective officers, directors, employees, shareholders, partners, prospective buyers or financiers, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Investor Representatives”); provided, that, the Investor Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of the Investor with respect to the confidential information disclosed by the Investor to the Investor Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by the Investor of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other governmental authority, or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of the Investor’s confidentiality obligations to the Company), provided that, to the extent permitted by Applicable Laws, in the event the Investor or the Investor Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of, or to seek to obtain a protective order for, such information (other than any such disclosure required by any administrative body or other governmental authority in the exercise of its regulatory or other oversight authority with respect to the Investor or the Investor Representative). The confidentiality obligations herein shall, with respect to the Investor, expire on the earlier of (i) with respect to each confidential information, third (3rd) anniversary of disclosure of such confidential information; and (ii) second (2nd) anniversary of the date on which the Investor ceases to hold any Senior Preferred Shares, Class A Ordinary Shares or ADSs. The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
Appears in 1 contract
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than five (5) Trading Days prior to the Company, file with the Commission a registration statement with respect filing of each Registration Statement and not less than two (2) Trading Days prior to the resale filing of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, any related Prospectus or any amendments amendment or supplements theretosupplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company will shall: (i) furnish to each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the circumstancesreasonable opinion of respective counsel to each Holder, provide such counsel an opportunity to comment on any information pertaining to conduct a reasonable investigation within the holders meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible: (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 4(d).
(g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such document Holder.
(h) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to comply facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in all material respects with such denominations and registered in such names as any such Holder may request.
(j) Upon the requirements occurrence of any event contemplated by clause (v) or (vi) of Section 4(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 4(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply with all applicable rules and regulations of the Commission.
(l) The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of Common Stock beneficially owned by such registration statementHolder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because any Holder fails to furnish such information within three Trading Days of the Stockholder;Company’s request, any liquidated damages that are accruing at such time shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended until such information is delivered to the Company.
(em) use its commercially reasonable efforts Within one (1) day following the effectiveness of any Registration Statement (the “Effective Registration Statement”) that registers the Registrable Securities, the Company shall issue to register or qualify such Registrable and maintain a legal opinion with the Company’s Transfer Agent listing each Holder and the amount of Registerable Securities under such securities or blue sky laws of such jurisdictions as that each Holder owns for resale pursuant to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective Effective Registration Statement during the period the associated registration statement is required to Effectiveness Period.
(n) The Company shall be kept effectiveprohibited from issuing any press release, and do any and all other acts and things which may be reasonably necessary announcement or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business engaging in any jurisdiction where it would not otherwise be required other publicity related to qualify but for this subparagrapha merger, (ii) consent share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities prior to general service of process in any such jurisdiction, orthe Effective Registration Statement.
Appears in 1 contract
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its commercially reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablein each case to the extent applicable:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its commercially reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder;
(provided that before filing a ii) notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or prospectusthe initiation of any proceedings for that purpose, or any amendments or supplements thereto, (B) the receipt by the Company will furnish copies or its counsel of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such information)purpose, and (C) the effectiveness of each registration statement filed hereunder;
(biii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be reasonably requested by the Majority Participating Investors or necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus prospectus), in each case including all exhibits and summary prospectus) documents incorporated by reference therein, each amendment and supplement thereto, each Free Writing Prospectus, and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch seller;
(ev) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities requests (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iiB) consent to general service of process in any such jurisdiction, or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law, the Company will use commercially reasonable efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities purchase agreement or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, and (B) comply with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) use commercially reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements, and take all such other actions, as the Majority Participating Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts;
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be reasonably necessary to enable them to conduct due diligence, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) use commercially reasonable efforts to make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xii) use commercially reasonable efforts to (A) make Short-Form Registration available for the sale of Registrable Securities, and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction, and in the event any such order is issued, use commercially reasonable efforts to obtain the withdrawal of such order;
(xiii) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xiv) in the case of any underwritten offering, use commercially reasonable efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more comfort letters from the Company’s independent public accountants in customary form and covering such matters as are customarily covered by comfort letters;
(xv) use commercially reasonable efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company addressing the validity of the Registrable Securities being offered thereby, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten Public Offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten Public Offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (C) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xvi) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use commercially reasonable efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xvii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xviii) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Real Good Food Company, Inc.)
Company Obligations. Whenever the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of register Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicableit will:
(ai) prepare and, as soon as practicable after provide the end of the period within which requests for registration may be given Participating Holders with a reasonable opportunity to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such review any related registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed be prepared and filed pursuant to be filed to one counsel designated by the Stockholder covered by such registration statement and this Agreement prior to the extent practicable under filing thereof with the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)SEC;
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to cause any such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, related prospectus and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause as of the effective date of such document registration statement or amendment or the date of such supplement, (ix) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder and (iiy) not to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;
(diii) furnish subject to Section 4(b), prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the Stockholder disposition of all securities covered by such registration statement until the earlier of such time that (x) all of such securities have been sold thereunder and underwriter (y) the Company is no longer required to keep such registration statement effective pursuant to the terms of Registrable Securitiesthis Agreement;
(iv) furnish, at its expense and as promptly as possible, to the Participating Holders and each underwriter, if any, without charge, such number of conformed copies of such registration statement, statement and of each such amendment and supplement thereto, in each case including all exhibits thereto, such number of copies of the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) each supplement thereto), and such other documents number of the documents, if any, incorporated by reference in such registration statement or prospectus, as the Stockholder or underwriter Participating Holders reasonably may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholderrequest;
(ev) use its commercially reasonable efforts to register or qualify such the Registrable Securities covered by such registration statement under such securities or “blue sky sky” laws of such the jurisdictions of the United States as the Stockholder Participating Holders or underwriter the managing underwriter, if any, reasonably shall request, to keep each such registration or qualification effective during the period the associated in effect for so long as such registration statement is required to be kept effectiveremains in effect, and to do any and all other acts and things which that may be reasonably necessary or advisable to enable the Stockholder or underwriter Participating Holders to consummate the disposition in such jurisdictions of such the Registrable Securities (provided covered by such registration statement, except that the Company will not shall not, for any such purpose, be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where in which it would is not otherwise obligated to be required to qualify so qualified but for this subparagraphclause (v), (ii) or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction, or to amend its Certificate of Incorporation, bylaws or other organizational documents in a manner that the Board determines is inadvisable; and use its commercially reasonable efforts to obtain all other approvals, consents, exemptions or authorizations from such securities regulatory authorities or other Governmental Authorities as may be necessary to enable such Participating Holders to sell such Registrable Securities under such registration statement;
(vi) promptly notify the Participating Holders and the managing underwriter, if any, and (if requested by any such Person) confirm such notice in writing, at any time when (x) a prospectus or prospectus supplement relating thereto is required to be delivered under the Securities Act or (y) upon discovery that, or upon the occurrence of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which untrue statement or omission requires amendment of the registration statement or supplementation of the prospectus, and, as promptly as practicable following such notice (subject to Section 4(b)), prepare and furnish, at its expense, to the Participating Holders a reasonable number of copies of a supplement to such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to Registrable Securities registered pursuant to such registration statement, each Holder agrees, severally and not jointly, that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the furnishing of the Company’s notice that the Company is preparing a supplement to or an amendment of such prospectus or registration statement and until the filing and effectiveness thereof;
(vii) use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to holders of its securities, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first (1st) full calendar month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(viii) provide, and cause to be maintained, a transfer agent and registrar for the Registrable Securities covered by such registration statement (which transfer agent and registrar shall be the Company’s existing transfer agent and registrar, unless otherwise specified by the Company), and provide a CUSIP number for all such Registrable Securities, in each case from and after a date not later than the effective date of such registration statement, for the period during which securities are transferred and registered on the books of the Company pursuant to such registration statement;
(ix) promptly notify the Participating Holders and the managing underwriter, if any, and (if requested by any such Person) confirm such notice in writing, (A) when a registration statement, prospectus, prospectus supplement or post-effective amendment related to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the SEC or any other Governmental Authority for amendments or supplements to such registration statement or related prospectus, (C) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of such registration statement or the initiation or threat of any proceedings for that purpose and (D) of the receipt by the Company 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;
(x) use its commercially reasonable efforts to obtain, as promptly as practicable, (x) the withdrawal of any order suspending the effectiveness of a registration statement and (y) the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction;
(xi) in the event of an underwritten public offering of Registrable Securities pursuant to Section 2(a) or Section 2(b), enter into customary agreements (including underwriting agreements in customary form, which may include, in the case of an underwritten offering on a firm commitment basis, “lock-up” obligations substantially similar to those contained in Section 4(a)) and take such other actions (including using its commercially reasonable efforts to make such road show presentations and otherwise engaging in such reasonable marketing support in connection with any such underwritten offering, including the obligation to make its executive officers available for such purpose if so requested by the managing underwriter for such offering) as are reasonably requested by the Majority Requesting Holders or the managing underwriter in order to expedite or facilitate the sale of such Registrable Securities;
(A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to such registration, and any attorney, accountant, advisor or other agent retained by such Participating Holder or any such underwriter (collectively, the “Inspectors”), all financial and other records, and all pertinent corporate documents and properties of the Company and any of its Subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable each Inspector to exercise its due diligence responsibility and (B) cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector in connection with such registration, provided, however, that (1) in connection with any such inspection, any such Inspector shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by the Company of its business and shall comply with all Company site safety rules, (2) Records and information obtained, furnished or otherwise made available hereunder shall be used by such Inspectors only to exercise their due diligence responsibility and (3) Records or information obtained, furnished or otherwise made available hereunder shall be kept confidential and shall not be disclosed by such Inspector unless (x) such Inspector advises the Company that the disclosure of such Records or information is necessary to avoid or correct a misstatement or omission in a registration statement or is otherwise required by law (provided that such Inspector complies with its obligations under Section 5(b)(iii)), (y) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or other Governmental Authority of competent jurisdiction (provided that such Inspector complies with its obligations under Section 5(b)(iii)) or (z) such Records or information otherwise become generally available to the public other than through disclosure by such Inspector in breach of, or by any other Person of which such Inspector is actually aware is in breach of, any other confidentiality arrangement with the Company;
(xiii) if requested by the Majority Requesting Holders (in the event of a Demand Registration) and/or the managing underwriter, if any, use commercially reasonable efforts to obtain (A) an opinion or opinions of counsel to the Company, (B) a comfort letter or comfort letters from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement and (C) officers’ certificates and other customary closing documents, each in customary form and covering such matters of the type customarily covered by opinions, comfort letters or officers’ certificates, as the case may be;
(xiv) reasonably cooperate with each seller of Registrable Securities and any underwriter in the disposition of such Registrable Securities and with underwriters’ counsel, if any, in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”);
(xv) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system on which securities of the same class issued by the Company are then listed;
(xvi) cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders prior to any sale of Registrable Securities; and
(xvii) use its commercially reasonable efforts to take or cause to be taken all other actions, and do and cause to be done all other things, necessary or reasonably advisable to effect the registration of such Registrable Securities contemplated hereby. The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of the Company, without the written consent of such Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by law.
Appears in 1 contract
Samples: Registration Rights Agreement (Lonestar Resources US Inc.)
Company Obligations. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required to file a registration statement under this Agreement or to shall use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementunder the Securities Act, and pursuant thereto the Company shall, shall as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of two-thirds of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationfiled);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) ninety days, and with respect or such shorter period during which all Registrable Securities requested to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement be registered have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(diii) furnish to the Stockholder and underwriter each seller of Registrable Securities, without charge, Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), and such other documents as the Stockholder or underwriter such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch seller;
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or managing underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will shall not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction);
(v) notify each seller of such Registrable Securities, orat any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(vi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASDAQ national market system;
(vii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(viii) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of two-thirds of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);
(ix) make available for inspection by any seller of Registrable Securities, any underwriter participating in such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission;
(xi) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(xii) obtain a cold comfort letter from the Company's independent public accountants in customary form covering such matters of the type customarily covered by such cold comfort letters addressed to the sellers of Registrable Securities;
(xiii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order; and
(xiv) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Opinion Research Corp)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts Section 2 to effect the registration of any Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicablepossible:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission SEC a registration statement with respect to the resale of such Registrable Securities and use its commercially reasonable best efforts to cause such registration statement to become effective (provided that before filing and, upon the request of the Holders of a registration statement or prospectus, or any amendments or supplements thereto, majority of the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof)registered thereunder, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than up to three (3) years or, if earlier, until the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by distribution contemplated in the registration statement have has been soldcompleted;
(b) prepare and file with the SEC such 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 in order to enable the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, selling Holders such number numbers of copies of such registration statementa prospectus, each amendment and supplement theretoincluding a preliminary prospectus, as required by the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) Securities Act, and such other documents as the Stockholder or underwriter Holders may reasonably request in order to facilitate the their disposition of the their Registrable Securities owned by the StockholderSecurities;
(ed) use its commercially reasonable efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or blue blue-sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable requested by the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (selling Holders; provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify but for this subparagraph, (ii) file a general consent to general service of process in any such jurisdictionstates or jurisdictions, orunless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;
(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;
(g) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;
(h) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(i) in the case of any underwritten offering, use its reasonable best efforts to obtain (i) one or more comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters, and (ii) legal opinions of the Company’s outside counsel, addressed to the underwriters, with respect to the registration statement, in customary form and covering such matters of the type customarily covered by legal opinions of such nature, in each case as reasonably requested by the underwriter(s) of such offering; and
(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.
Appears in 1 contract
Company Obligations. Whenever In the case of each registration effected by the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this AgreementSection 9, the Company shallwill keep the Investors, as expeditiously applicable, advised in writing as reasonably practicableto the initiation of each registration and as to the completion thereof. At its expense, the Company will:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become remain effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of at all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than times until the earlier of (i) with respect such time as the distribution described in the registration statement relating to a Long Form Demand Registration Statement, one hundred eighty the Registrable Securities has been completed and (180ii) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsyears from the Closing Date;
(b) prepare and file with the SEC such amendments and post-effective amendments to such registration statement and supplements to the prospectus as may be (i) reasonably requested by the holders of a majority of any class of participating Registrable Securities, and (ii) the date that all of the securities covered reasonably requested by the registration statement have been sold, and comply with the provisions of the Securities Act with respect any participating holder (to the disposition of all securities covered by extent such request relates to information relating to such holder), or (iii) necessary to keep such registration statement during such effective for the period in accordance with the intended methods of disposition time required by the sellers thereof set forth in such registration statementthis Section 9;
(c) in connection with prepare and deliver to the Investors as many copies of each preliminary and final prospectus and other documents incident thereto as each of the Investors from time to time may reasonably request;
(d) immediately notify the Investors, at any filing time when a prospectus relating to a registration of Registrable Securities is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of the Investors, prepare a supplement or amendment to such registration statement or so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(de) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of list the Registrable Securities owned by on the Stockholderautomated quotation system and/or securities exchanges upon which the Common Stock is listed;
(ef) use its commercially reasonable best efforts to register or qualify such and maintain the qualification of the Registrable Securities covered by such registration under such state securities or "blue sky sky" laws of such jurisdictions for offers and sales to the public as the Stockholder or underwriter Investors shall reasonably request; provided, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effectivehowever, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will shall not be required obligated to qualify as a foreign corporation to do business under the laws of or become subject to taxation in, any jurisdiction in which it shall not be then qualified, or to file any general consent to service of process;
(g) otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable Governmental Authorities in other applicable jurisdictions;
(h) notify the Investors (i) qualify generally when the Registration Statement or any amendment thereto has been filed or become effective, when the prospectus or any amendment or supplement thereto has been filed and to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphfurnish the Investors with copies thereof, (ii) consent of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the preliminary prospectus or the Final Prospectus (as defined below) or the initiation or threatening of any proceedings for such purposes, and (iii) the receipt by the Company of any notification with respect to general service the suspending of process the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such jurisdictionpurpose; and
(i) with a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of restricted securities to the public without registration, orthe Company agrees to: (i) make and keep public information available as those terms are understood and defined in Rule 144; (ii) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act at any time after it has become subject to such reporting requirements; and (iii) so long as an Investor or transferee of an Investor owns any Securities, furnish to such Investor or transferee of such Investor upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the 1933 Act and the 1934 Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Investor or transferee of such Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing such Investor or transferee of such Investor to sell any such securities without registration.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Pricesmart Inc)
Company Obligations. Whenever If and whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered under the Securities Act as provided in accordance with this AgreementArticle II, the Company shallCompany, as expeditiously as reasonably practicablepossible and subject to the terms and conditions of Article II, will do the following:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, Prepare and file with the Commission a the requisite registration statement with respect to the resale of effect such Registrable Securities registration and use its reasonable best diligent efforts to cause such registration statement to become and remain effective for the period set forth in Article III(a)(iii) below;
(provided that before filing a registration statement or prospectus, or ii) Permit any amendments or supplements thereto, the Company will furnish copies Holder of all such documents proposed Registrable Securities to be filed to one counsel designated by the Stockholder covered by sold under such registration statement who, in the reasonable judgment of the Company’s counsel, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration statement (including making available for inspection by any such Person and any attorney, accountant or other agent retained by such Person, all financial and other records, pertinent corporate documents and all other information reasonably requested in connection therewith) and give to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders Holders of Registrable Securities covered by to be sold under such registration statement contained therein; statement, the underwriters, if any, and their respective counsel and accountants, advance draft copies of such registration statement, each prospectus included therein or filed with the Commission at least five (5) business days prior to the filing thereof with the Commission, and any amendments and supplements thereto promptly as they become available, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the Company independent public accountants who have certified its financial statements as shall consider be necessary, in good faith any corrections reasonably requested by the opinion of such counsel with respect Holders and such underwriters’ respective counsel, to such information)conduct a reasonable investigation within the meaning of the Securities Act;
(biii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect and to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until the earlier of such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or the expiration of one hundred eighty (180) days after such registration statement becomes effective (such period of one hundred eighty (180) days to be extended one day for each day or portion thereof during such period that such registration statement shall be subject to any stop order suspending the effectiveness of the registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction);
(iv) Furnish to the Holders of Registrable Securities to be sold under such registration statement without charge to the Holders, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as the purchaser or any Holder of Registrable Securities to be sold under such registration statement may reasonably request;
(v) Use its best efforts to register or qualify all Registrable Securities covered by such registration statement under such other United States state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities to be sold under such registration statement shall reasonably request, to keep such registration or qualification in effect for the time period set forth in Article III(a)(iii) hereof, and take any other action that may be reasonably necessary or advisable to enable the Holders of Registrable Securities to be sold under such registration statement to sell Registrable Securities in such jurisdictions;
(vi) Use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other United States state governmental agencies or authorities as may be necessary to enable the Holders of Registrable Securities to be sold under such registration statement to sell Registrable Securities as intended by such registration statement;
(cvii) in connection with any filing In the event of the issuance of any stop order suspending the effectiveness of the registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(viii) Use its best efforts to furnish to the Holders of Registrable Securities included in such registration statement:
(1) An opinion, dated the effective date of the registration statement, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Holders of Registrable Securities included in such registration statement making such request, stating that such registration statement has become effective under the Securities Act and that:
(A) To the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or prospectus are pending or contemplated under the Securities Act;
(B) The registration statement, the related prospectus, and each amendment or supplement thereto, cause such document (i) comply as to comply form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and related schedules contained therein);
(iiC) To the knowledge of such counsel, as of the effective date, neither the registration statement, the prospectus, nor any amendment or supplement thereto (other than the financial statements and related schedules therein), contains any untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(D) The descriptions in the registration statement or the prospectus, or any amendment or supplement thereto, of the securities to be registered, insofar as such description purports to constitute a summary of the terms of the securities to be registered, and the description of the underwriting, insofar as such description purports to describe the provisions of the laws and documents, which have been provided to counsel, directly pertaining to the underwriting are accurate and fairly present the information required to be shown; and
(E) Except as disclosed in the registration statement or other public filing made by the Company with the Commission, such counsel does not know of any pending legal or governmental proceedings to which the Company is a party or of which any property of the Company is the subject that, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the then-correct or future consolidated financial position, stockholders’ equity or results of operation of the Company, nor of any contracts or documents or instruments of a character required to be described in the registration statement or prospectus, or any amendment or supplement thereto or to be filed as exhibits to the registration statement that are not described and filed as required (such opinion of counsel shall additionally cover such legal matters with respect to the registration in respect of which such opinion is being given as the majority of the Holders of Registrable Securities included in such registration statement may reasonably request and may contain such qualifications and limitations as are customarily included in opinions of such sort); and
(2) A letter, dated the effective date of the registration statement, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Holders of Registrable Securities included in such registration statement making such request, stating that they are independent certified public accountants within the meaning of the Securities Act and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Investors may reasonably request);
(ix) Immediately notify the Holders of Registrable Securities included in such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of its becoming aware of any event as result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of such Holders promptly prepare and furnish to such Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(dx) furnish Otherwise use its best efforts to comply with all applicable rules and regulations of the Stockholder Commission, and underwriter make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of Registrable Securitiesat least twelve months, without chargebut not more than eighteen months, such number of copies beginning with the first full calendar month after the effective date of such registration statement, each amendment which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and supplement thereto, the prospectus(esRule 158 thereunder;
(xi) included in Provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and
(including each preliminary prospectus and summary prospectusxii) and such other documents as the Stockholder or underwriter may reasonably request in order Use its best efforts to facilitate the disposition of the list all Registrable Securities owned covered by such registration statement on any securities exchange on which the same class of securities issued by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orare then listed.
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securitiesthrough its officers, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementdirectors, the Company shallauditors, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts counsel to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the as promptly as practicable. The Company will furnish copies notify each Shareholder, in writing promptly after the initial filing of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and thereafter provide reasonable notice as to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; progress and the completion thereof. The Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), will also prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith with such registration statement, and use its reasonable efforts to cause each such amendment to become effective, as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all the shares covered by such registration statement. The Company will furnish each Shareholder with a reasonable number of copies of each prospectus filed with the Commission or other securities regulatory authority, whether by way of a preliminary registration statement or any pre- or post-effective amendment thereof, as well as such additional number of prospectuses and such other related documents as may be reasonably requested by a Shareholder in order to facilitate the disposition of the shares owned by him or it. The Company will notify the Shareholders at any time when a prospectus relating to the shares covered by such registration statement during such period in accordance with is required to be delivered under the intended methods Act, of disposition by the sellers thereof set forth happening of any event as a result of which the prospectus included in such registration statement;
(c) , as then in connection with any filing of any registration statement or prospectus or amendment or supplement theretoeffect, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to misleading in the Stockholder light of the circumstances then existing and underwriter of Registrable Securities, without charge, promptly file such number of copies amendments and supplements which may be required on account of such registration statement, event and use its reasonable efforts to cause each such amendment and supplement thereto, the prospectus(es) included in to become effective; and keep such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder effective until all sales or underwriter may reasonably request in order to facilitate the disposition distributions of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably requestshares are completed, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will shall not be required obligated to (i) qualify generally to do business keep such registration in any jurisdiction where it would not otherwise be required to qualify but effect for this subparagraph, (ii) consent to general service of process in any such jurisdiction, ormore than nine months.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Energy Group Inc)
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Investors, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company's most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy- Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non- underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a ‘comfort’ letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Company Obligations. Whenever (A) Following the receipt of an IPO Notice, the Company is required undertakes to file a registration statement under this Agreement or each of the Shareholders to use its all reasonable best efforts efforts, take all such reasonable steps and do all such things as may be reasonably necessary or desirable to effect the registration IPO, as promptly as reasonably practicable, including the following:
(i) take all steps required to facilitate and effect any pre-IPO reorganisation;
(ii) provide all reasonable assistance and cooperation to its advisers appointed in connection with the IPO, the Shareholders (or either of Registrable Securitiesthem), the Joint Global Coordinators and their respective advisers;
(iii) hire additional resources at its own cost to the extent required to effect the IPO;
(iv) prepare any Listing Document on customary terms required in connection with the IPO and, subject to clause 19.3(A)(xi) below, have the same approved by a relevant national competent authority, securities regulator or whenever the Stockholder has requested that the resale of any Registrable Securities be registered exchange in accordance with this Agreementapplicable law or regulation;
(v) prepare any Marketing Documents reasonably required in connection with the IPO to the standard required by the Joint Global Coordinators and as advised by the Company’s other advisers;
(vi) participate in, and make documents, information and its books, records and employees available to its advisers, the Joint Global Coordinators and their respective advisers for due diligence generally in relation to the IPO;
(vii) make available appropriate members of management of the Company shall(including the Executive Management) to its advisers, the Joint Global Coordinators and their respective advisers for due diligence generally in relation to the IPO and for assistance reasonably required in the selling and marketing effort including, but not limited to, participation in “road shows” to the extent customary;
(viii) carry out customary due diligence in relation to the IPO and verification in relation to the Listing Documents and the Marketing Documents;
(ix) use all reasonable endeavours to procure that its Directors, subject to each acting in accordance with their fiduciary duties and having received customary advice, accept responsibility for the contents of the Listing Documents and the Marketing Documents relating to the IPO in accordance with customary market practice and applicable law or regulation;
(x) allow the Shareholders to review and comment on all Listing Documents and Marketing Documents relating to the IPO and accept any changes reasonably required thereto by either Shareholder;
(xi) withhold from filing, posting or otherwise making public any Listing Documents or Marketing Documents relating to the IPO without the prior approval of the Initiating Shareholder, and the Receiving Shareholder if the Receiving Shareholder exercises the IPO Option or gives notice under clause 19.1(K), (in each case, such approval not to unreasonably withheld or delayed) unless otherwise required by applicable law or regulation;
(xii) prepare such amendments and supplements to any Listing Documents or Marketing Documents relating to the IPO as expeditiously may be necessary to comply with applicable law or regulation and with customary market practices and, subject to clause 19.3(A)(xi) above, have the same approved by a relevant national competent authority, securities regulator or exchange in accordance with applicable law or regulation;
(xiii) where permitted to do so by applicable law or regulation, ‘passport’ any Listing Documents prepared in connection with the IPO to such jurisdictions as the Initiating Shareholder may reasonably practicablerequest;
(xiv) notify each Shareholder:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file when any Listing Document prepared in connection with the Commission IPO has been approved by a registration statement relevant national competent authority, securities regulator or exchange in accordance with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement applicable law or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained thereinregulation; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);and
(b) except of any material correspondence relating to any Listing Document in respect of the IPO between the Company and any authority, regulator, stock exchange or similar body;
(xv) execute any documents reasonably necessary to give effect to the IPO, including where required to do so a relationship agreement in accordance with applicable law or regulation and otherwise on customary market terms with each Shareholder affording the Company such degree of independence as otherwise provided is consistent with market practice in this Agreement relation to the exchange in question;
(including Section 2.3(bxvi) hereof), prepare and file enter into such agreements with the Commission Joint Global Coordinators and such amendments other bookrunners and supplements to such registration statement and the prospectus(es) used in connection therewith lead managers as may be necessary appointed, including (without limitation) a sponsor’s agreement, and, if the IPO is to keep be underwritten, an underwriting agreement (and procure that the Directors enter into such registration statement effective for underwriting agreement), in each case in form and substance reasonably satisfactory to the Initiating Shareholder, such agreements to include customary protections given to sponsors, underwriters, bookrunners and/or lead managers (as the case may be) by issuers and, where applicable, its directors in transactions of a period of not less than similar nature to the earlier of IPO (i) with respect to a Long Form Demand Registration Statementincluding customary representations, one hundred eighty (180) dayswarranties and covenants given in favour of, and with respect to a Short Form Demand Registration Statementindemnification of, two (2) yearssuch sponsors, and (ii) the date that all of the securities covered underwriters, bookrunners and/or lead managers by the registration statement have been soldCompany and, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;where applicable, its directors); and
(cxvii) adopt an appropriate remuneration and incentivisation scheme for the Executive Management that is in connection line with other listed companies, taking into account the applicable stock exchange and sector and any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orexternal third party advice.
Appears in 1 contract
Company Obligations. Whenever (i) The Company shall advise Holder as expeditiously as possible and within five business days after:
(i) a Resale Registration Statement, an Underwritten Registration Statement or any amendment thereto has been filed with the Commission and when such Resale Registration Statement, Underwritten Registration Statement or any post-effective amendment thereto has become effective;
(ii) any request by the Commission for amendments or supplements to any Resale Registration Statement, Underwritten Registration Statement or the prospectus included therein or for additional information;
(iii) the issuance by the Commission of any stop order suspending the effectiveness of any Resale Registration Statement, Underwritten Registration Statement or the initiation of any proceedings for such purpose;
(iv) the receipt by the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered notification with respect to the suspension of the qualification of the Warrant Shares included therein for sale in accordance with any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(v) subject to the provisions in this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after occurrence of any event that requires the end making of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on changes in any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Resale Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Underwritten Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement Statement or prospectus or amendment or supplement theretoso that, cause as of such document (i) to comply in all material respects with date, the requirements of the Securities Act statements therein are not misleading and the rules and regulations of the Commission thereunder and (ii) to do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading;. Notwithstanding anything to the contrary set forth herein, when so advising Holder of such events, the Company shall not be obligated, to provide Holder with any material, nonpublic information regarding the Company, nor shall the Company provide any Holder with any such material, nonpublic information regarding the Company without Holder’s prior written consent (e-mail being sufficient), in each case other than to the extent that providing notice to Holder of the occurrence of the events listed in (i) through (v) above constitutes material, nonpublic information regarding the Company.
(dii) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) The Company shall use its commercially reasonable efforts to register obtain the withdrawal of any order suspending the effectiveness of any Resale Registration Statement or qualify Underwritten Registration Statement as soon as reasonably practicable.
(iii) Upon the occurrence of any Suspension Event, except for such Registrable Securities times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Resale Registration Statement or Underwritten Registration Statement as contemplated by this Agreement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Resale Registration Statement or Underwritten Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under such securities which they were made, not misleading.
(iv) The Company shall provide the Holder the ability to review disclosure regarding Holder in the Resale Registration Statement or blue sky laws Underwritten Registration Statement prior to the filing or submission of such jurisdictions as the Stockholder Resale Registration Statement or underwriter Underwritten Registration Statement and consider in good faith any reasonable comments of Holder.
(v) The Company shall otherwise, in good faith, cooperate reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effectivewith, and do any and all other acts and things which take such customary actions as may reasonably be reasonably necessary or advisable to enable requested by the Stockholder or underwriter to consummate Holder, consistent with the disposition terms of this Agreement, in such jurisdictions connection with the registration of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orWarrant Shares.
Appears in 1 contract
Company Obligations. Whenever the Company is required pursuant to file a registration statement under this Agreement or to register Registrable Securities, the Company shall (it being understood and agreed that except as otherwise expressly set forth in this Article VI, if any other provision of this Agreement is more favorable to the Holders than the provisions of this Article VI, such other provision shall apply) use its reasonable best efforts to effect the registration and, if applicable, sale by the Company (including a sale pursuant to Section 2.9 hereof) and to enable the Holders to consummate disposition of Registrable Securities, or whenever the Stockholder has requested that the resale of any all such Registrable Securities be registered in accordance with this Agreement, the Company shall, intended method(s) of distribution thereof as expeditiously as reasonably practicable, and in connection therewith, shall do as follows:
(a) prepare andThe Company shall provide the Participating Holders and their counsel with a reasonable opportunity to review, as soon as practicable after the end of the period within which requests for registration may and comment on, any Registration Statement to be given prepared and filed pursuant to this Agreement prior to the Company, file filing thereof with the Commission a registration statement with respect to the resale of such Registrable Securities Commission, and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or make all changes thereto as any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and Participating Holder may request in writing to the extent practicable under such changes are required, in the circumstancesreasonable judgment of the Company’s counsel, provide such counsel an opportunity to comment on any information pertaining to by the holders of Registrable Securities covered by such registration statement contained therein; and Act or for the Company shall consider in good faith any corrections reasonably requested by such counsel to comply with respect to such information)its obligations hereunder;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission The Company shall cause any such amendments and supplements to such registration statement Registration Statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, related Prospectus and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause as of the effective date of such document Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and (ii) not to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleadingmisleading (except that this clause (ii) shall not apply to statements made or statements omitted by the Company solely in reliance upon and in full conformity with written information furnished but not otherwise available to the Company by any Holder solely with respect to such Holder and expressly for use in the Registration Statement or any amendment or supplement thereto), or, if for any other reason it shall be necessary to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the Commission an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;
(dc) The Company shall furnish, at its expense, to the Participating Holders such number of conformed copies of such Registration Statement and of each such amendment thereto (in each case including all exhibits thereto, except that the Company shall not be obligated to furnish to the Stockholder and underwriter any such Participating Holder more than two (2) copies of Registrable Securities, without chargesuch exhibits), such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) Prospectus included in such registration statement Registration Statement (including each preliminary prospectus Prospectus and summary prospectus) each supplement thereto), and such other documents number of the documents, if any, incorporated by reference in such Registration Statement or Prospectus, as the Stockholder or underwriter Participating Holders reasonably may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholderrequest;
(ed) The Company shall use its commercially reasonable best efforts to register or qualify such the Registrable Securities covered by such Registration Statement under such securities or “blue sky sky” laws of such jurisdictions the states of the United States as the Stockholder or underwriter Participating Holders reasonably shall request, to keep each such registration or qualification effective during the period the associated registration statement is required to be kept effectivein effect for so long as such Registration Statement remains in effect, and to do any and all other acts and things which that may be reasonably necessary or advisable to enable the Stockholder or underwriter Participating Holders to consummate the disposition in such jurisdictions of such the Registrable Securities (provided covered by such Registration Statement, except that the Company will not shall not, for any such purpose, be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where in which it would is not otherwise obligated to be required so qualified, or to qualify but for this subparagraphsubject itself to material taxation in any such jurisdiction, (ii) or to consent to general service of process in any such jurisdiction; and use its best efforts to obtain all other approvals, orconsents, exemptions or authorizations from such securities regulatory authorities or governmental agencies as may be necessary to enable such Participating Holders to consummate the disposition of such Registrable Securities;
(e) The Company shall promptly notify the Participating Holders, at any time when a Prospectus or Prospectus supplement relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the occurrence of any event as a result of which, the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which untrue statement or omission requires amendment of the Registration Statement or supplementing of the Prospectus, and, as promptly as practicable (subject to Section 5.2 hereof), prepare and furnish, at its expense, to the Participating Holders a reasonable number of copies of a supplement to such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to Registrable Securities registered pursuant to such Registration Statement, each Holder agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such Registration Statement during the time after the furnishing of the Company’s notice that the Company is preparing a supplement to or an amendment of such Prospectus or Registration Statement and until the filing and effectiveness thereof. When a Prospectus or Prospectus supplement relating thereto is required to be delivered under the Securities Act, each Participating Holder shall notify the Company, as soon as practicable, after it has actual knowledge of the occurrence of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, contains an untrue statement of a material fact with respect to such Participating Holder or omits to state any material fact with respect to such Participating Holder required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading with respect to such Participating Holder, which untrue statement or omission requires material amendment of the Registration Statement or supplementing of the Prospectus;
(f) The Company shall use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to holders of its securities, as soon as practicable, an earnings statement covering the period of at least 12 months, beginning within three (3) months after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(g) The Company shall provide, and cause to be maintained, a transfer agent and registrar for the Registrable Securities covered by such Registration Statement (which transfer agent and registrar shall, at the Company’s option, be the Company’s existing transfer agent and registrar) from and after a date not later than the effective date of such Registration Statement;
(h) The Company shall notify the Participating Holders and the managing Underwriter, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Registration Statement, Prospectus, Prospectus supplement or post-effective amendment related to such Registration Statement has been filed, and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related Prospectus, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose and (iv) of the receipt by the Company 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;
(i) The Company shall use its 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 of the Registrable Securities for sale in any jurisdiction, as soon as practicable;
(j) The Company shall in the event of an Underwritten Offering of Registrable Securities pursuant to Section 2.1 hereof, enter into customary agreements (including underwriting agreements in customary form, which may include, in the case of an underwritten offering on a firm commitment basis, “lock-up” obligations substantially similar to Sections 5.1 and 5.4 hereof) and take such other actions (including using its best efforts to make such road show presentations and otherwise engaging in such reasonable marketing support in connection with any such underwritten offering, including the obligation to make its executive officers available for such purpose if so requested by the managing underwriter for such offering) as are reasonably requested by the managing underwriter in order to expedite or facilitate the sale of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Holders holding Registrable Securities included in such Registration Statement. No Holder holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.
(k) The Company shall make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to such registration, and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter (collectively, the ”Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and any of its Subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector in connection with such registration, provided, however, that (i) in connection with any such inspection, any such Inspectors shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by the Company of its business and shall comply with all Company site safety rules, (ii) Records and information obtained hereunder shall be used by such Inspectors only to exercise their due diligence responsibility and (iii) Records or information furnished or made available hereunder shall be kept confidential and shall not be disclosed by such Participating Holder, underwriter or Inspectors unless (A) the disclosing party advises the other party that the disclosure of such Records or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or is otherwise required by law, (B) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction (provided, however, that such person shall use its reasonable efforts to provide the Company with prior written notice of such requirement to afford the Company with an opportunity to seek a protective order or other appropriate remedy in response) or (C) such Records or information otherwise become generally available to the public other than through disclosure by such Participating Holder, underwriter or Inspector in breach hereof or by any Person in breach of any other confidentiality arrangement;
(l) The Company shall, in connection with any registration of an Underwritten Offering of Registrable Securities hereunder, use best efforts to furnish to each Participating Holder and to the managing Underwriter, if any, a signed counterpart, addressed to such Participating Holder and the managing Underwriter, if any, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants pursuant to Statement on Auditing Standards No. 72 (or any successor thereto), each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as each such Participating Holder and the managing underwriter, if any, reasonably requests;
(m) The Company shall in connection with any registration of an Underwritten Offering of Registrable Securities hereunder, provide officers’ certificates and other customary closing documents;
(n) The Company shall reasonably cooperate with each seller of Registrable Securities and any underwriter in the disposition of such Registrable Securities and with underwriters’ counsel, if any, in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”);
(o) The Company shall use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which securities of the same class issued by the Company are then listed.
(p) The Company shall cooperate with the Participating Holders and the managing Underwriter, Underwriters or agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends;
(q) The Company shall use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the Underwriter or Underwriters, if any, to consummate the disposition of such Registrable Securities; and
(r) The Company shall, no later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which certificates shall be in a form eligible for deposit with The Depository Trust Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Emisphere Technologies Inc)
Company Obligations. Whenever In connection with any Demand Registration or Piggyback Registration, the Company is required to file a registration statement under this Agreement or to shall use its all reasonable best commercially reasonable efforts to effect the registration sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered such Warrant Shares in accordance with this Agreementthe intended method of disposition thereof. The registration statement filed in connection therewith shall (i) be available for the sale of the Warrant Shares in accordance with the intended method or methods of distribution by the selling holders thereof and (ii) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be included therein or if permitted by the rules and forms of the SEC, incorporate such financial statements therein by reference. Before filing a registration statement or prospectus or any amendments or supplements thereto relating to a Demand Registration or Piggyback Registration, the Company shall furnish to the counsel of each Investor copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel. Additionally, the Company shall, as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end notify each holder of Warrants or Warrant Shares of the period within which requests for registration may be given to the Company, file with the Commission a effectiveness of each registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)hereunder;
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such any registration statement and the prospectus(es) used in connection therewith as may be necessary to keep any such registration statement effective for a the period of not less than specified in 7.1(b) or 7.2(b);
(iii) cause the earlier of prospectus to such registration statement to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the Securities Act;
(iiv) respond as promptly as practicable to any comments received from the SEC with respect to a Long any Long-Form Demand or Short-Form Registration Statement, one hundred eighty statement or any amendment thereto; and
(180v) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such the applicable period in accordance with the intended method or methods of disposition distribution by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orselling holders thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Marlborough Software Development Holdings Inc.)
Company Obligations. Whenever In connection with the Company is required to file filing of a registration statement under this Agreement or pursuant to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this AgreementSection 7.1, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, notify the Holders as soon as practicable to the filing thereof and of all amendments thereto filed prior to the effective date of said registration statement;
(b) notify the Holders promptly after the end it shall have received notice of the period within which requests for time when the registration statement becomes effective or any supplement to any prospectus forming a part of the registration statement has been filed;
(c) prepare and file without expense to the Holders any necessary amendment or supplement to such registration statement or prospectus as may be given necessary to comply with Section 10(a)(3) of the Securities Act or advisable in connection with the proposed distribution of the securities by the Holders;
(d) take all reasonable steps to qualify the shares of Warrant Stock or Other Securities, issued or issuable upon exercise of this Warrant for sale under the securities or blue sky laws of such reasonable number of states as such Holders may designate in writing and to register or obtain the approval of any federal or state authority which may be required in connection with the proposed distribution, except, in each case, in jurisdictions in which the Company must either qualify to do business or file a general consent to service of process as a condition to the Company, file with qualification of such securities;
(e) notify the Commission a Holders of any stop order suspending the effectiveness of the registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause remove such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)stop order;
(bf) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary undertake to keep such registration statement and prospectus effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;nine months after its effective date; and
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(dg) furnish to the Stockholder and underwriter of Registrable SecuritiesHolders as soon as available, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in any such registration statement (including and each preliminary or final prospectus and summary prospectus) and such other documents as the Stockholder any supplement or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is amendment required to be kept effectiveprepared pursuant to the foregoing provisions of Section 7.1 hereof, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that quantities as the Company will not be required Holders may from time to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, ortime reasonably request.
Appears in 1 contract
Company Obligations. Whenever In connection with the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this AgreementRegistration Statement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement the Registration Statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than with the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect such documents and reports to a Short Form Demand be incorporated by reference into the Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and as necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registrable Securities;
(b) furnish to Purchaser such registration statement during such period in accordance with number of copies of Registration Statements and prospectuses and other documents incident thereto, including any amendment of or supplement to the intended methods of disposition by the sellers thereof set forth in such registration statementprospectus, as Purchaser may from time to time reasonably request;
(c) in connection with any filing promptly furnish to Purchaser copies of any registration statement or prospectus or amendment or supplement theretocomments that the SEC provides in writing to the Company pertaining to a Registration Statement, cause such document (i) and any responses thereto from the Company to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingSEC;
(d) furnish promptly provide notice to Purchaser when a Registration Statement or any post-effective amendment thereto the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersame has become effective;
(e) use its commercially reasonable best efforts to register or qualify such the Registrable Securities for offer and sale under such other securities or blue sky laws of such jurisdictions in the United States as the Stockholder or underwriter Purchaser reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required requests;
(f) use its reasonable best efforts to be kept effective, and do any and cause all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities to be listed on NYSE American or the Toronto Stock Exchange or any other applicable securities exchange or quoted on each inter-dealer quotation system on which the Common Stock is then listed or quoted;
(provided g) pay all expenses incurred in connection with such registration, including registration and filing fees with the SEC, reasonable fees and expenses of counsel and other advisors to Purchaser and the Company, printers’ and accountants’ fees, fees and expenses of compliance with securities or blue sky laws and fees and expenses incurred in connection with the listing or quotation of the Registrable Securities; provided, however, that any underwriting discounts, underwriting commissions, or underwriting fees attributable to the sale of the Registrable Securities shall be borne by Purchaser;
(h) enter into customary agreements (including underwriting agreements in customary form) if requested by Purchaser, including representations and warranties by the Company will not be required and other terms and provisions that are customarily contained in underwriting agreements generally with respect to secondary distributions, including customary lock up provisions, indemnification and contribution provisions in favor of the underwriters and customary agreements as to the provision of opinions of counsel and accountants’ letters; and
(i) qualify generally otherwise cooperate with Purchaser, any underwriters, the SEC and other regulatory agencies and take all actions and execute and deliver or cause to do business in be executed and delivered all documents necessary to effect the registration of any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orRegistrable Securities.
Appears in 1 contract
Company Obligations. Whenever If the Company is required to file a registration statement under this Agreement by the provisions of Section 3 or to use its reasonable best efforts 4 to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementunder the Securities Act, the Company shallwill, as expeditiously as reasonably practicablepossible:
(a) furnish to each prospective seller and to each managing underwriter, if any, a reasonable time in advance of their required filing with the SEC, any registration statement, amendment or supplement thereto required in connection with such registration, and any prospectus to be used in connection therewith, and each such seller shall have the opportunity to object to any information pertaining to it and its plan of distribution that is contained therein, and the Company will make the corrections reasonably required by such seller with respect to such information prior to filing any such registration statement or any amendment or supplement thereto, and furnish a copy of any and all transmittal letters or other correspondence with the SEC or any other governmental -5- 6 agency or self-regulatory or other body having jurisdiction (including any domestic or foreign securities exchange) with respect to such offering;
(b) prepare and, as soon as practicable and file (not later than 60 days after the end receipt of the period within which requests for request to file such registration may be given statement in case of a registration pursuant to the Company, file Section 4) with the Commission SEC a registration statement (which, in the case of a requested registration pursuant to Section 4, shall be on a registration statement form which is sufficient to permit the sale or other disposition of any or all shares of Common Stock to be included therein in accordance with the intended method of sale or other distribution stated by the Shareholders' Representative) with respect to the resale of such Registrable Securities securities and use its commercially reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement as soon as practicable and to remain effective for the extent practicable under period of the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)distribution contemplated thereby;
(bc) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement statements and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect time necessary to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the prospective sellers' intended methods method of disposition by the sellers thereof set forth in such registration statement;
(cd) furnish to each prospective seller of Registrable Securities and to each underwriter such number of copies of the registration statement and each amendment and supplement thereto (in connection with each case including all exhibits thereto and documents incorporated by reference therein) and the prospectus included therein (including each preliminary prospectus and prospectus) and any other prospectus filed under Rule 424 of the Securities Act relating to the Registrable Securities, and such other documents as such Persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;
(e) after the filing of any registration statement, promptly notify each prospective seller of Registrable Securities and each managing underwriter, if any, of any stop order issued or, to the knowledge of the Company, threatened to be issued by the SEC, and promptly take all necessary actions to prevent the entry of such stop order or to remove it if entered;
(f) use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or prospectus "blue sky" laws of such jurisdictions (including any foreign country or amendment any political subdivision thereof) as the sellers of Registrable Securities, or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, and use commercially reasonable efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to keep such registrations, qualifications, permits and consents in effect for so long as such registration statement remains in effect and to take any other action which may be reasonably necessary to enable such sellers to consummate the disposition in such jurisdictions of such securities; provided, however, that the Company shall not for any
(g) use commercially reasonable efforts to list the Registrable Securities covered by such registration statement with any securities exchange or supplement theretoautomated quotation system of a registered securities association on which Common Stock is then listed;
(h) furnish, cause such document in a timely fashion, unlegended certificates representing ownership of the Registrable Securities being sold;
(i) to comply in all material respects with promptly inform each seller and the requirements managing underwriter or underwriters, if any, (i) of the Securities Act date on which a registration statement or any post-effective amendment thereto has been filed and when the rules and regulations same has become effective and, if applicable, of the Commission thereunder and date of filing a Rule 430A prospectus, (ii) of any written comments from the SEC with respect to any filing referred to in clause (i) and of any request by the SEC, any securities exchange, automated quotation system of a registered securities association, government agency, self-regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or preliminary prospectus or prospectus included therein or any offering memorandum or other offering document relating to such offering or (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;
(j) promptly notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required by law to be delivered in connection with sales by an underwriter or dealer, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to purchaser of such Registrable Securities, such prospectus will not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and as promptly as practicable make available to each such seller and underwriter any such supplement or amendment;
(dk) furnish to each seller of Registrable Securities a signed counterpart, addressed to such sellers (and the Stockholder underwriters, if any) of (i) an opinion of counsel representing the Company, dated the effective date of such registration statement or the date of any amendment or supplement thereto, including the filing of documents incorporated therein by reference (or, if such registration includes an underwritten public offering, dated the date of any closing under the underwriting agreement), for the purposes of such registration, stating that such registration statement has become effective under the Securities Act and underwriter that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof appear on their face to
(l) make available for inspection by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration statement and any attorney, accountant or other agent retained by such seller or underwriter, financial and other records and pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply information reasonably requested by such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(m) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the sale of such securities, including, without chargelimitation, causing management of the Company to participate in "road show" presentations;
(n) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC;
(o) provide a transfer agent and registrar, and a CUSIP number, for all Registrable Securities covered by such number of copies registration statement not later than the effective date of such registration statement, each amendment and supplement thereto, the prospectus(es; and
(p) included pay all Registration Expenses incurred in connection with such registration statement (including each preliminary prospectus and summary prospectus) and such other documents except as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orset forth herein.
Appears in 1 contract
Company Obligations. Whenever the Company is required holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, Holdings shall use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered hereunder in accordance with this Agreementthe intended method of disposition thereof, the Company shall, and pursuant thereto Holdings shall as expeditiously as reasonably practicablepossible:
(ai) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities Laws, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that that, before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, Holdings shall furnish to counsel selected by the Company will furnish holders of a majority of the Summit Investor Registrable Securities covered by such registration statement and to counsel selected by the holders of a majority of the Other Registrable Securities covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable under the circumstances, provide review and reasonable comment of each such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(ii) notify each holder of Registrable Securities of (a) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (b) except as otherwise provided the receipt by Holdings or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bc) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of disposition by the sellers thereof as set forth in such registration statement or, in the case of a Shelf Registration, if earlier, the date as of which all of the Registrable Securities included in such registration are able to be sold within a ninety (90) day period in compliance with Rule 144 (but in any event not before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by Law to be delivered in connection with sales of securities thereunder by any underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(div) furnish to the Stockholder and underwriter each seller of Registrable Securities, without charge, Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), each Free-Writing Prospectus and such other documents as the Stockholder or underwriter such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch seller;
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws Laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will Holdings shall not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 4E, (iib) subject itself to taxation in any such jurisdiction, or (c) consent to general service of process in any such jurisdiction);
(vi) promptly notify in writing each seller of such Registrable Securities (a) after it receives notice thereof, orof the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky Law or any exemption thereunder has been obtained, (b) after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (c) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, Holdings promptly shall prepare, file with the SEC and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(vii) prepare and file promptly with the SEC, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, if any such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, Holdings shall prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(viii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Holdings are then listed;
(ix) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(x) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Summit Investor Registrable Securities included in such registration, the holders of a majority of the Other Registrable Securities included in such registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting an equity split, combination of securities, recapitalization or reorganization and preparing for and participating in such number of “road shows,” investor presentations and marketing events as the underwriters managing such offering may reasonably request);
(xi) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of Holdings and cause Holdings’ officers, managers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(xii) take all reasonable actions to ensure that any Free-Writing Prospectus prepared by or on behalf of Holdings in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, does not and 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;
(xiii) otherwise use its reasonable best efforts to comply with all applicable securities Laws (including rules and regulations of the SEC) and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of Holdings’ first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;
(xiv) permit any holder of Registrable Securities which holder, in its sole and exclusive good faith judgment, could reasonably be expected to be deemed to be an underwriter or a controlling Person (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) of Holdings, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to Holdings in writing, that in the reasonable judgment of such holder and its counsel should be included;
(xv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, Holdings shall use its reasonable best efforts to promptly obtain the withdrawal of such order;
(xvi) cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvii) cooperate with each holder of Registrable Securities covered by the registration statement and the managing underwriters or agents, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends), if any, 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 underwriters, or agents, if any, or such holder may request;
(xviii) cooperate with each holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(xix) obtain a cold comfort letter from Holdings’ independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Summit Investor Registrable Securities included in such registration reasonably request;
(xx) if requested by the holders of a majority of the Summit Investor Registrable Securities included in such registration or required by the underwriters managing such offering, provide a legal opinion of Holdings’ outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the holders of Registrable Securities;
(xxi) if Holdings files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxii) if Holdings does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxiii) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when Holdings is required to re-evaluate its WKSI status Holdings determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Company Obligations. Whenever In the case of the registration, qualification, exemption or compliance effected by the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, upon reasonable request, inform each Holder as expeditiously as reasonably practicableto the status of such registration, qualification, exemption and compliance.
6.2.1 At its expense the Company shall:
(a) prepare anduse its commercially reasonable efforts to keep such registration, as soon as practicable after and any qualification, exemption or compliance under state securities laws which the end Company determines to obtain, continuously effective with respect to a Holder, and to keep the applicable Registration Statement free of any material misstatements or omissions, until the earlier of the period within following: (A) the date on which requests for registration all Registrable Securities have been sold or (B) the date all Shares held by such Holder may be given sold under Commission Rule 144 without being subject to any volume, manner of sale or publicly available information requirements. The period of time during which the Company, file Company is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period.”
(b) advise the Holders within one (1) Business Day:
(A) when a Registration Statement or any amendment thereto has been filed with the Commission a registration statement and when such Registration Statement or any post-effective amendment thereto has become effective;
(B) of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;
(C) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;
(D) of the receipt by the Company of any notification with respect to the resale suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(E) of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements theretodate, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement statements therein are not misleading and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of do not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(ec) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if a Holder so requests in writing, promptly furnish to each such Holder, without charge, at least one (1) copy of each Registration Statement and each post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the Commission;
(e) during the Registration Period, promptly deliver to each such Holder, without charge, as many copies of each prospectus included in a Registration Statement and any amendment or supplement thereto as such Holder may reasonably request in writing; and the Company consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by a prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder so requests in writing, deliver to each Holder, without charge, (i) one (1) copy of the following documents, other than those documents available via XXXXX: (A) its annual report to its stockholders, if any (which annual report shall contain financial statements audited in accordance with generally accepted accounting principles in the United States of America by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of each full Registration Statement (the foregoing, in each case, excluding exhibits); and (ii) if explicitly requested, all exhibits excluded by the parenthetical to the immediately preceding clause (E);
(g) prior to any public offering of Registrable Securities pursuant to any Registration Statement, promptly take such actions as may be necessary to register or qualify such Registrable Securities or obtain an exemption for offer and sale under such the securities or blue sky laws of such United States jurisdictions as the Stockholder or underwriter any such Holders reasonably requestrequest in writing, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will shall not for any such purpose be required to (i) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orand do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by any such Registration Statement;
(h) upon the occurrence of any event contemplated by Section 6.2.1(b)(E) above, except for such times as the Company is permitted hereunder to suspend the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the Commission which could affect the sale of the Registrable Securities;
(j) use its commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which Equity Securities issued by the Company have been listed;
(k) use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders to sell Registrable Securities under Commission Rule 144;
(l) provide to Gilead and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which Gilead may reasonably request in order to fulfill any due diligence obligation on its part; and
(m) permit counsel for Gilead to review any Registration Statement and all amendments and supplements thereto (other than supplements to a Registration Statement on Form S-1 solely for the purpose of incorporating other filings with the Commission into such Registration Statement and other than an amendment to a Registration Statement on Form S-1 for the purpose of converting such Registration Statement into a Registration Statement on Form S-3), within two (2) Business Days prior to the filing thereof with the Commission; provided that, in the case of clauses (l) and (m) above, the Company shall not be required to delay the filing of any Registration Statement or any amendment or supplement thereto as a result of any ongoing diligence inquiry by or on behalf of a Holder or to incorporate any comments to any Registration Statement or any amendment or supplement thereto by or on behalf of a Holder if such inquiry or comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be (unless, in the case of any such comments, the proposed changes are required by applicable Law).
Appears in 1 contract
Samples: Investor Rights Agreement (Assembly Biosciences, Inc.)
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Investors, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company's most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten
Appears in 1 contract
Company Obligations. Whenever the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of register Registrable Securities, or whenever it shall (it being understood and agreed that except as otherwise expressly set forth in this Article VI, if any other provision of this Agreement is more favorable to the Stockholder has requested that Holders than the resale provisions of any Registrable Securities be registered in accordance with this AgreementArticle VI, the Company shall, as expeditiously as reasonably practicable:such other provision shall apply):
(a) prepare provide the Participating Holders and their respective counsel with a reasonable opportunity to review, and comment on, any Registration Statement to be prepared and filed pursuant to this Agreement prior to the filing thereof with the Commission, and make all changes thereto as any Participating Holder may request in writing to the extent such changes are required, in the reasonable judgment of the Company’s counsel, by the Securities Act and, as soon as practicable after except in the end case of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement under Article III, not file any Registration Statement or prospectus, Prospectus or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed thereto to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to which the holders of a majority of the class or series of Registrable Securities covered by such registration statement contained therein; and the Company same or the underwriter or underwriters, if any, shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission cause any such amendments and supplements to such registration statement Registration Statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, related Prospectus and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause as of the effective date of such document Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and (ii) not to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, or, if for any other reason it shall be necessary to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the Commission an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;
(dc) furnish, at its expense, to the Participating Holders such number of conformed copies of such Registration Statement and of each such amendment thereto (in each case including all exhibits thereto, except that the Company shall not be obligated to furnish to the Stockholder and underwriter any such Participating Holder more than two (2) copies of Registrable Securities, without chargesuch exhibits), such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) Prospectus included in such registration statement Registration Statement (including each preliminary prospectus Prospectus and summary prospectus) each supplement thereto), and such other documents number of the documents, if any, incorporated by reference in such Registration Statement or Prospectus, as the Stockholder or underwriter Participating Holders reasonably may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholderrequest;
(ed) use its commercially reasonable efforts to register or qualify such the Registrable Securities covered by such Registration Statement under such securities or “blue sky sky” laws of such jurisdictions the states of the United States as the Stockholder or underwriter Participating Holders reasonably shall request, to keep each such registration or qualification effective during the period the associated registration statement is required to be kept effectivein effect for so long as such Registration Statement remains in effect, and to do any and all other acts and things which that may be reasonably necessary or advisable to enable the Stockholder or underwriter Participating Holders to consummate the disposition in such jurisdictions of such the Registrable Securities (provided covered by such Registration Statement, except that the Company will not shall not, for any such purpose, be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where in which it would is not otherwise obligated to be required so qualified, or to qualify but for this subparagraphsubject itself to material taxation in any such jurisdiction, (ii) or to consent to general service of process in any such jurisdiction; and use its reasonable efforts to obtain all other approvals, orconsents, exemptions or authorizations from such securities regulatory authorities or governmental agencies as may be necessary to enable such Participating Holders to consummate the disposition of such Registrable Securities;
(e) promptly notify the Participating Holders, at any time when a Prospectus or Prospectus supplement relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the occurrence of any event as a result of which, the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, which untrue statement or omission requires amendment of the Registration Statement or supplementing of the Prospectus, and, as promptly as practicable (subject to Sections 3.2 and 5.2 hereof), prepare and furnish, at its expense, to the Participating Holders a reasonable number of copies of a supplement to such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to Registrable Securities registered pursuant to such Registration Statement, each Holder agrees that it shall not enter into any transaction for the sale of any Registrable Securities pursuant to such Registration Statement during the time after the furnishing of the Company’s notice that the Company is preparing a supplement to or an amendment of such Prospectus or Registration Statement and until the filing and effectiveness thereof;
(f) use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to holders of its securities, as soon as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month of the first fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(g) provide, and cause to be maintained, a transfer agent and registrar for the Registrable Securities covered by such Registration Statement (which transfer agent and registrar shall, at the Company’s option, be the Company’s existing transfer agent and registrar) from and after a date not later than the effective date of such Registration Statement;
(h) notify the Participating Holders and the managing underwriter, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Registration Statement, Prospectus, Prospectus supplement or post-effective amendment related to such Registration Statement has been filed, and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related Prospectus, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose and (iv) of the receipt by the Company 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;
(i) use its reasonable 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 of the Registrable Securities for sale in any jurisdiction, as soon as practicable;
(j) in the event of an Underwritten Offering of Registrable Securities pursuant to Section 2.1 hereof, enter into customary agreements (including underwriting agreements in customary form, which may include, in the case of an Underwritten Offering on a firm commitment basis, “lock-up” obligations substantially similar to Section 5.1 hereof) and take such other actions (including using its reasonable efforts to make such road show presentations and otherwise engaging in such reasonable marketing support in connection with any such Underwritten Offering, including the obligation to make its executive officers available for such purpose if so requested by the managing underwriter for such offering) as are reasonably requested by the managing underwriter in order to expedite or facilitate the sale of such Registrable Securities;
(k) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to such registration, and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and any of its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector in connection with such registration, provided, however, that (i) in connection with any such inspection, any such Inspectors shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by the Company of its business and shall comply with all Company site safety rules, (ii) Records and information obtained hereunder shall be used by such Inspectors only to exercise their due diligence responsibility and (iii) Records or information furnished or made available hereunder shall be kept confidential and shall not be disclosed by such Participating Holder, underwriter or Inspectors unless (A) the disclosing party advises the other party that the disclosure of such Records or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or is otherwise required by law, (B) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction (provided, however, that such Person shall use its reasonable efforts to provide the Company with prior written notice of such requirement to afford the Company with an opportunity to seek a protective order or other appropriate remedy in response) or (C) such Records or information otherwise become generally available to the public other than through disclosure by such Participating Holder, underwriter or Inspector in breach hereof or by any Person in breach of any other confidentiality arrangement;
(l) in connection with any registration of an Underwritten Offering of Registrable Securities hereunder, use all reasonable efforts to furnish to each Participating Holder and to the managing underwriter, if any, a signed counterpart, addressed to such Participating Holder and the managing underwriter, if any, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants pursuant to Statement on Auditing Standards No. 72 (or any successor thereto), each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as each such Participating Holder and the managing underwriter, if any, reasonably requests;
(m) in connection with any registration of an Underwritten Offering of Registrable Securities hereunder, provide officers’ certificates and other customary closing documents;
(n) reasonably cooperate with each seller of Registrable Securities and any underwriter in the disposition of such Registrable Securities and with underwriters’ counsel, if any, in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”);
(o) use its reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed;
(p) cooperate with the Participating Holders and the managing underwriter, underwriters or agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends;
(q) use its reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities; and
(r) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which certificates shall be in a form eligible for deposit with DTC (provided that such Registrable Securities are so eligible for deposit with DTC and, if not so eligible, the Company shall use reasonable efforts to cause such Registrable Securities to be so eligible for deposit with DTC).
Appears in 1 contract
Samples: Registration Rights Agreement (Loral Space & Communications Inc.)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after The Company shall promptly notify (which notice shall be accompanied by an instruction to suspend the end use of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders ) each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which any prospectus included in, or relating to, the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading (provided that in no event shall such registration statement contained therein; and the Company shall consider in good faith notice contain any corrections reasonably requested by such counsel with respect to such material, non-public information);
(b) except as otherwise provided in this Agreement (including , and, subject to Section 2.3(b) hereof2.1(d), promptly prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for SEC a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect supplement to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or related prospectus or amendment to the Registration Statement or supplement theretoany other required document so that, cause such document (i) as thereafter delivered to comply in all material respects with the requirements of Holders, the Securities Act and the rules and regulations of the Commission thereunder and (ii) to prospectus will not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein therein, or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;.
(b) The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension as soon as reasonably practicable and to notify the Holders of Registrable Securities covered by the Registration Statement of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.
(c) The Company shall use commercially reasonable efforts to cooperate with the Holders who hold Registrable Securities covered by the Registration Statement and, to the extent applicable, facilitate the timely preparation and delivery of certificates or book-entry shares (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates or book-entry shares to be in such denominations or amounts, as the case may be, as such Holders may reasonably request and, registered in such names as such Holders may request.
(d) Notwithstanding anything in this Agreement to the contrary, the Company may at any time delay the disclosure of material, non-public information concerning the Company or any of its Subsidiaries if the Board of Directors of the Company has determined in good faith that disclosure of such information is not in the best interests of the Company and not otherwise required by the rules and regulations of the SEC (a "Grace Period"); provided, however, that the Company shall promptly (i) provide written notice to the Holders of Registrable Securities covered by the Registration Statement of the existence of material, non-public information giving rise to a Grace Period (provided that in no event shall such notice contain any material, non-public information) and the date on which the Grace Period will begin, and (ii) provide written notice to such Holders of the date on which the Grace Period ends; provided, further, that no Grace Period shall exceed sixty (60) consecutive days and during any 12-month period such Grace Periods shall not exceed an aggregate of one hundred and twenty (120) days. The provisions of Section 2.1(a) shall not be applicable during the period of any Grace Period. Upon expiration of a Grace Period, the Company shall again be bound by the provisions of Section 2.1(a) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
(e) The Company shall furnish to the Stockholder and underwriter of Registrable SecuritiesHolders, without charge, such number of documents, including copies of such registration statement, each amendment and supplement any preliminary prospectus or final prospectus contained in the Registration Statement or any amendments or supplements thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter Holders may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned covered by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orRegistration Statement.
Appears in 1 contract
Samples: Investor Rights Agreement (Pinnacle Financial Partners Inc)
Company Obligations. Whenever From time to time during the period commencing upon the effectiveness of the Registration Statement and ending upon the earlier of (x) such time as the Investor may freely sell the Shares held by it without registration and without regard to volume or manner of sale, or (y) such time as the Investor shall have advised the Company is required to file a registration statement under this Agreement or to use in writing that it has completed its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe Shares held by it (the "Resale Period"), the Company shall, as expeditiously as reasonably practicableshall do the following:
(a) prepare and, Prepare and deliver to the Investor as soon as practicable after the end many copies of the period within which requests for registration Prospectus (as hereafter defined) as the Investor may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)request;
(b) except Use its reasonable efforts to comply with all requirements imposed upon it by the 1933 Act, by the 1934 Act and by the undertakings in the Registration Statement so far as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be is necessary to keep such registration statement effective for a period permit the continuance of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all resales of the securities covered Shares by the registration statement have been soldInvestor to the public, free and clear of any restrictions under the 1933 Act except for prospectus delivery requirements. If, at any time during the Resale Period, an event shall occur which makes it necessary to amend or supplement the Registration Statement or the Prospectus to comply with the provisions of the Securities Act law or with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder SEC, the Company shall promptly notify the Investor of the proposed amendment or supplement and promptly prepare and furnish to the Investor such number of copies of an amended or supplemented Registration Statement or Prospectus that complies with law and with such rules and regulations as the Investor may reasonably request. The Investor shall suspend its sales of the Shares pending the preparation and delivery of such amendment or supplement and until such time as each such amendment or amendments to the Registration Statement have been declared effective by the SEC. The Company authorizes the Investor, and any brokers or dealers effecting sales of the Shares for the account of the Investor, to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Shares in accordance with applicable provisions of the 1933 Act and state securities laws. For purposes of this Agreement, the term "Prospectus" means the final prospectus relating to the Shares most recently included in the Registration Statement or filed by the Company pursuant to Rule 424 of the 1933 Act and any amendments or supplements thereto filed by the Company pursuant to Rule 424 of the 1933 Act and shall include all documents or information incorporated in any such prospectus by reference;
(c) Promptly advise the Investor (i) when any post-effective amendment of the Registration Statement is filed with the SEC and when any post-effective amendment becomes effective; (ii) of any request made by the SEC for any amendment of or supplement to not contain the Registration Statement or the Prospectus or for additional information relating thereto; (iii) of any untrue statement suspension or threatened suspension of a material fact the use of any Prospectus in any state; and (iv) of any proceedings commenced or omit to state a material fact required threatened to be stated therein commenced by the SEC or necessary any state securities commission that would result in the issuance of any stop order or other order or suspension of use. The Company agrees to make use its reasonable efforts to prevent or promptly remove any stop order or other order preventing or suspending the statements therein not misleadinguse of the Prospectus during the Resale Period and to comply with any such request by the SEC to amend or supplement the Prospectus;
(d) furnish Take such action as shall be necessary to qualify and maintain the qualification of the Shares covered by such registration under such state securities or "blue sky" laws for offers and sales to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, public during the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents Resale Period as the Stockholder Investor shall reasonably request; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of or underwriter may reasonably request become subject to taxation in, any jurisdiction in order which it shall not be then qualified, or to facilitate the disposition file any general consent to service of the Registrable Securities owned by the Stockholder;process; and
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as Cause the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required Shares to be kept effectiveregistered pursuant to Section 12(b) or 12(g) of the 1934 Act and continually quoted or listed, subject to notice of issuance, on the Nasdaq National Market or a national securities exchange, if such exchange is the principal market on which the Shares are traded, and do not subject to any and all other acts and things which may be reasonably necessary restriction or advisable to enable suspension from trading on the Stockholder Nasdaq National Market or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided national securities exchange; provided, however, that the Company will not be required may deregister the Company Common Stock registered pursuant to (iSection 12(b) qualify generally or 12(g) of the 1934 Act if such deregistration is in connection with a merger, dissolution or other transaction in which the stockholders of the Company receive prior to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsuch deregistration either cash or securities that are listed on the Nasdaq National Market or a national securities exchange or some combination of cash and such securities; provided, (ii) consent to general service of process in any further, that the Company may delist the Shares from trading on the Nasdaq National Market or national securities exchange if the Company is concurrently listing such jurisdiction, orstock on the New York Stock Exchange or the American Stock Exchange.
Appears in 1 contract
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect In connection with the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with pursuant to this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of the Registrable Securities covered by such registration statement contained therein; and to the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereofunderwriter(s), prepare and file with the Commission if any, thereof such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such reasonable number of copies of such registration statementthe Registration Statement, each amendment and supplement theretopreliminary prospectus, the prospectus(es) included in such registration statement (including each preliminary final prospectus and summary prospectus) and such other documents as the Stockholder or underwriter such holders and underwriters may reasonably request in order to facilitate the disposition public offering of the Registrable Securities owned by the Stockholdersuch securities;
(eb) use its commercially reasonable best efforts to register or qualify such the Registrable Securities under such state securities or blue sky laws of the jurisdictions which the holders thereof may reasonably request in writing within 20 days following the original filing of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effectiveRegistration Statement, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter holders of Registrable Securities to consummate the disposition of Registrable Securities in such jurisdictions jurisdictions, except that the Company shall not be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;
(c) notify the holders of the Registrable Securities promptly when such Registration Statement has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; and
(d) advise the holders of the Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement, or the initiation or threatening of any proceeding for that purpose and promptly use its
(e) prepare and file with the SEC such amendments and supplements to such Registration Statement, and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the disposition of all Registrable Securities and other securities covered by such Registration Statement, until the earlier of (a) such time as all of such Registrable Securities and securities have been disposed of in accordance with the intended methods of disposition by seller or sellers thereof set forth in such Registration Statement, or (provided that b) the expiration of 90 days after such Registration Statement becomes effective;
(f) furnish to the holders of the Registrable Securities a signed counterpart, addressed to the holders of the Registrable Securities, of (A) an opinion of counsel for the Company dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing of such underwritten public offering), and (B) a "cold comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in such Registration Statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, as the holders of the Registrable Securities may reasonably request;
(g) promptly notify the holders of the Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, would include an untrue
(h) in connection with the preparation and filing of the Registration Statement registering Registrable Securities under the Act, the Company will not give the holders of Registrable Securities and their counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be required reasonably necessary, in the opinion of the holders of Registrable Securities, or their counsel, to conduct a reasonable investigation within the meaning of the Act.
(i) qualify generally otherwise use of all of its or their reasonable efforts to do business in any jurisdiction where it would comply with all applicable rules and regulations of the SEC and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act; and
(j) provide and cause to be maintained a transfer agent and registrant for such Registrable Securities from and after a date not otherwise be required to qualify but for this subparagraph, (ii) consent to general service later than the effective date of process in any such jurisdiction, orregistration statement.
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish underwriters, if any, and the Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable under the circumstances, provide review of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; underwriters and the Company Participating Holders and their respective counsel and (y) except in the case of a registration under Section 2.2, not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Participating Holders or the underwriters, if any, shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (y) reasonably requested by any Participating Holder or (z) necessary to keep such registration statement Registration Statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities Act for offering or sale in any jurisdiction and (E) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders and the rules and regulations managing underwriter or underwriters, if any, when the Company becomes aware of the Commission thereunder and happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (iias then in effect) to not contain or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters and the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder each Participating Holder and underwriter of Registrable Securitieseach underwriter, if any, without charge, as many conformed copies as such number Participating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder or underwriter;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdictionjurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Purchasers or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) in the case of an underwritten offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the date of the closing under the underwriting agreement;
(p) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(q) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(r) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(s) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(t) the Company shall make available, during normal business hours, for inspection and review by the Purchasers, advisors to and representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(u) with a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until such date as all of the Registrable Securities shall have been resold; (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 each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Protagonist Therapeutics, Inc)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the In connection with any registration of Registrable Securities, Shares pursuant to Section 2 or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement3, the Company shall, as expeditiously as reasonably practicable:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act and the rules promulgated thereunder with respect to the sale or other disposition of all of the securities covered proposed to be registered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(cii) furnish to the Holders such number of copies of any prospectus (including preliminary, amended and supplemental prospectuses and any “issuer free writing prospectuses” (as such term is defined in connection Rule 433 under the Securities Act)) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain effective;
(iii) (A) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Holders or any underwriter shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable such Holders or any underwriter to consummate the disposition of Registrable Shares in such jurisdictions and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed;
(iv) use commercially reasonable efforts to furnish, or cause to be furnished, to the Holders, addressed to them, (A) an opinion of counsel for the Company, dated the date of the closing under the underwriting agreement relating to any underwritten offering, and (B) a “cold comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement, covering substantially the same matters with any respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as such Holders may reasonably request;
(v) use its reasonable best efforts to cause all Registrable Shares proposed to be registered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion of counsel to the Company to enable the Holders to consummate the disposition of such Registrable Shares;
(vi) within a reasonable time before each filing of any the registration statement or prospectus or amendment amendments or supplement thereto, cause such document (i) to comply in all material respects supplements thereto with the requirements SEC, furnish to one counsel selected by the Holders copies of such documents proposed to be filed, which documents shall be subject to the reasonable approval of such counsel, and promptly provide such counsel with all written comments from the SEC with respect to such documents;
(vii) make available to the Holders, any underwriter participating in any disposition pursuant to a registration statement, and any attorney, accountant or other agent or representative retained by any selling Holder or underwriter, upon request, all financial and other records, pertinent corporate documents and properties of the Company and Company Subsidiaries, including access to due diligence meetings involving the senior executives of the Company, as shall be reasonably necessary to enable the Holders, representatives of the Holders and the underwriters to conduct reasonable due diligence and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such person in connection with such registration statement subject, in each case, to such confidentiality agreements as the Company shall reasonably request and that in the case of the Holders, this obligation shall only apply to one attorney, accountant or other representative designated by the Requesting Holders;
(viii) make available executive officers and other members of senior management of the Company (including the principal executive and financial officers of the Company) at “road shows” or other investor presentations conducted in connection with offerings of Registrable Shares;
(ix) notify the Holders any time a prospectus relating to the offering of Registrable Shares is required to be delivered or filed under the Securities Act and upon discovery that, or upon the rules and regulations occurrence of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material facts required to be stated therein or necessary to make the statements therein not misleading, in light of the Commission thereunder circumstances under which they were made, and (ii) subject to the good faith determination of the board of directors of the Company as to whether to cease all sales under such registration statement), at the request of the Holders prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made;
(dx) furnish use reasonable efforts to comply with all applicable rules and regulations of the Stockholder and underwriter of SEC; and
(xi) cause the Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in Shares covered by such registration statement (including each preliminary prospectus to be listed on the New York Stock Exchange and summary prospectus) and such on any other documents principal securities exchange on which Company securities of the same class as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orShares are then listed.
Appears in 1 contract
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has holders of Registrable Securities have requested that the resale of any Registrable Securities be registered in accordance with pursuant to this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by holders of a majority of the Stockholder Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or
Appears in 1 contract
Samples: Registration Rights Agreement (Hill Path Capital LP)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts Section to effect the registration of the Purchaser's Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, Prepare and file with the Commission SEC a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectuseffective, or any amendments or supplements theretoand, upon the Company will furnish copies request of all such documents proposed to be filed to one counsel designated by the Stockholder covered by Purchaser, keep such registration statement and effective for up to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)ninety (90) days;
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementfor up to ninety (90) days;
(ciii) Furnish to the Purchaser such numbers of copies of a prospectus, including a preliminary prospectus, in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects conformity with the requirements of the 1933 Act, and such other documents as the Purchaser may reasonably request in order to facilitate the disposition of Registrable Securities owned by the Purchaser;
(iv) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. The Purchaser, if participating in such underwriting, shall also enter into and perform its obligations under such an agreement;
(v) Notify the Purchaser at any time when a prospectus relating to the registration statement is required to be delivered under the 1933 Act and the rules and regulations of the Commission thereunder and (ii) to not contain happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, such obligation to continue for ninety (90) days;
(dvi) furnish Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(vii) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and
(viii) Use its best efforts to furnish, at the request of the Purchaser, if requesting registration of Registrable Securities pursuant to this Section, on the date that such Registrable Securities are delivered to the Stockholder underwriters for sale in connection with a registration pursuant to this section, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (x) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and underwriter substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Purchaser requesting registration of Registrable Securities and (y) a letter, dated such date, from the Company's independent certified public accountants, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Purchaser requesting registration of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or.
Appears in 1 contract
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the In connection with any registration of Registrable Securities, Shares pursuant to Section 2 or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement3, the Company shall, as expeditiously as reasonably practicable:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act and the rules promulgated thereunder with respect to the sale or other disposition of all of the securities covered proposed to be registered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(cii) furnish to the Holders such number of copies of any prospectus (including preliminary, amended and supplemental prospectuses and any “issuer free writing prospectuses” (as such term is defined in connection Rule 433 under the Securities Act)) and conformed copies of the registration statement (including amendments or supplements thereto and, in each case, all exhibits) and such other documents as it may reasonably request, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain effective;
(iii) (A) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Holders or any underwriter shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable such Holders or any underwriter to consummate the disposition of Registrable Shares in such jurisdictions and (B) keep such registration or qualification in effect for so long as the registration statement remains in effect; provided, however, that the Company shall not be obligated to qualify to do business as a foreign corporation under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed;
(iv) furnish to the Holders, addressed to them, (A) an opinion of counsel for the Company, dated the date of the closing under the underwriting agreement relating to any underwritten offering, and (B) a “cold comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement, covering substantially the same matters with any respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as such Holders may reasonably request;
(v) use its reasonable best efforts to cause all Registrable Shares proposed to be registered by such registration statement to be registered with or approved by such other federal or state government agencies or authorities as may be necessary in the opinion of counsel to the Company to enable the Holders to consummate the disposition of such Registrable Shares;
(vi) within a reasonable time before each filing of any the registration statement or prospectus or amendment amendments or supplement thereto, cause such document (i) to comply in all material respects supplements thereto with the requirements SEC, furnish to counsel selected by the Holders copies of such documents proposed to be filed, which documents shall be subject to the reasonable approval of such counsel, and promptly provide such counsel with all written comments from the SEC with respect to such documents;
(vii) make available to the Holders, any underwriter participating in any disposition pursuant to a registration statement, and any attorney, accountant or other agent or representative retained by any selling Holder or underwriter, upon request, all financial and other records, pertinent corporate documents and properties of the Company and Company Subsidiaries, including access to due diligence meetings involving the senior executives of the Company, as shall be reasonably necessary to enable the Holders, representatives of the Holders and the underwriters to conduct reasonable due diligence and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such person in connection with such registration statement subject, in each case, to such confidentiality agreements as the Company shall reasonably request and that in the case of the Holders, this obligation shall only apply to one attorney, accountant or other representative designated by the Requesting Holders;
(viii) make available executive officers and other members of senior management of the Company (including the principal executive and financial officers of the Company) at “road shows” or other investor presentations conducted in connection with offerings of Registrable Shares;
(ix) notify the Holders any time a prospectus relating to the offering of Registrable Shares is required to be delivered or filed under the Securities Act and upon discovery that, or upon the rules and regulations occurrence of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material facts required to be stated therein or necessary to make the statements therein not misleading, in light of the Commission thereunder circumstances under which they were made, and (ii) subject to the good faith determination of the board of directors of the Company as to whether to cease all sales under such registration statement), at the request of the Holders prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made;
(dx) furnish use reasonable efforts to comply with all applicable rules and regulations of the Stockholder and underwriter of SEC; and
(xi) cause the Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in Shares covered by such registration statement (including each preliminary prospectus to be listed on the New York Stock Exchange and summary prospectus) and such on any other documents principal securities exchange on which Company securities of the same class as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orShares are then listed.
Appears in 1 contract
Company Obligations. Whenever If and whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered under the Securities Act as provided in accordance with this AgreementArticle II, the Company shallCompany, as expeditiously as reasonably practicablepossible and subject to the terms and conditions of Article II, will do the following:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, Prepare and file with the Commission a the appropriate registration statement with respect to the resale of effect such Registrable Securities registration and use its reasonable best diligent efforts to cause such registration statement to become and remain effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, for the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider period set forth in good faith any corrections reasonably requested by such counsel with respect to such information)Section 3.1(c) below;
(b) except Permit any Holder who, in the reasonable judgment of the Company’s counsel, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration statement (including, to the fullest extent permitted by applicable law, making available for inspection by any such Person and any attorney, accountant or other agent retained by such Person, all financial and other records of the Company, pertinent corporate documents of the Company and all other information reasonably requested in connection therewith) and give to the Holders of Registrable Securities to be sold under such registration statement, the underwriters, if any, and their respective counsel and accountants, advance draft copies of such registration statement, each prospectus included therein or filed with the Commission at least five (5) business days prior to the filing thereof with the Commission, and any amendments and supplements thereto promptly as otherwise provided they become available, and will give each of them, to the fullest extent permitted by applicable law, such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in this Agreement the opinion of such Holders and such underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act;
(including Section 2.3(bc) hereof), prepare Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect and to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until the earlier of such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or the expiration of one hundred thirty five (135) days after such registration statement becomes effective (such period of one hundred thirty five (135) days to be extended one day for each day or portion thereof during such period that such registration statement shall be subject to any stop order suspending the effectiveness of the registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction);
(d) Furnish to the Holders participating in such registration without charge to the Holders, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as the purchaser or any Holder of Registrable Securities to be sold under such registration statement may reasonably request;
(e) Subject to Section 2.4 hereof, use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under such other United States state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities to be sold under such registration statement shall reasonably request, to keep such registration or qualification in effect for the time period set forth in Section 3.1(c) hereof, and take any other action that may be reasonably necessary or advisable to enable the Holders who are participating in such registration to sell Registrable Securities in such jurisdictions;
(f) Subject to Section 2.4 hereof, use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other United States state governmental agencies or authorities as may be necessary to enable the Holders who are participating in such registration to sell Registrable Securities as intended by such registration statement;
(cg) in connection with any filing In the event of the issuance of any stop order suspending the effectiveness of the registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(h) Use its reasonable best efforts to furnish to the Holders registering Registrable Securities under such registration statement:
(i) An opinion, dated the effective date of the registration statement, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Investors making such request, covering such legal matters customarily included in opinions with respect to underwritten registered public secondary offerings of securities; and
(ii) A letter, dated the effective date of the registration statement, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Holders making such request, stating that they are independent certified public accountants within the meaning of the Securities Act and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or prospectus the prospectus, or any amendment or supplement thereto, cause such document (i) comply as to comply form in all material respects with the applicable accounting requirements of the Securities Act and (such letter from the rules and regulations independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Holders may reasonably request);
(i) Immediately notify the Holders of Registrable Securities included in such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of its becoming aware of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the Commission thereunder circumstances under which they were made, and (ii) at the request of the Holders promptly prepare and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(dj) furnish Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Stockholder Commission, and underwriter make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of Registrable Securitiesat least twelve months, without chargebut not more than eighteen months, such number of copies beginning with the first full calendar month after the effective date of such registration statement, each amendment which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and supplement thereto, the prospectus(esRule 158 thereunder;
(k) included in Provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and
(including each preliminary prospectus and summary prospectusl) and Use its reasonable best efforts to list all Registrable Securities covered by such other documents as registration statement on any securities exchange on which the Stockholder same class of securities issued by the Company is then listed or, if no class of such equity securities is then listed, apply for listing or underwriter may reasonably request in order to facilitate the disposition quotation of the Registrable Securities owned by on a national exchange in the Stockholder;
(e) use its commercially reasonable efforts to register United States or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as quotation system in the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orUnited States.
Appears in 1 contract
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Investors, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company's most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a ‘comfort’ letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Samples: Registration Rights Agreement (Vocodia Holdings Corp)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect In connection with the registration of Registrable Securities, or whenever Securities under the Stockholder has requested that the resale of any Registrable Securities be registered Act as provided in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicableCompany:
(a) shall prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission a SEC the requisite registration statement statements, which shall comply as to form in all material respects with respect the requirements of the applicable form and shall include all financial statements required by the SEC to the resale of such Registrable Securities be filed therewith, and use its commercially reasonable best efforts to cause such registration statement statements to become and remain effective (provided for the duration of the Registration Period; provided, however, that before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Company will furnish the sellers of Registrable Securities copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information(including all exhibits thereto);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), shall prepare and file with the Commission SEC such amendments and supplements to such registration statement statements and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement statements effective for a such period as any seller of not less than the earlier of (i) with respect Registrable Securities pursuant to a Long Form Demand Registration Statement, one hundred eighty (180) days, such registration statements shall request and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period statements in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatements;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesshall furnish, without charge, to each seller of such Registrable Securities such number of copies of such registration statementstatements, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including statements and each preliminary prospectus and summary prospectus) , all in conformity with the requirements of the Securities Act, and such other documents as the Stockholder or underwriter such seller reasonably may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller, and shall consent to the Stockholderuse in accordance with all applicable law of such registration statements, each amendment thereto and each such prospectus or preliminary prospectus by each such seller of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by such registration statements or prospectus;
(ed) if required by law, shall use its commercially reasonable efforts to register or qualify such the Registrable Securities covered by such registration statements under such other securities or “blue sky sky” laws of such jurisdictions as the Stockholder or underwriter any sellers of Registrable Securities reasonably shall request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which that may be reasonably necessary or advisable required by law in order to enable the Stockholder or underwriter such sellers to consummate the disposition of the Registrable Securities in such jurisdictions of such Registrable Securities (provided jurisdictions, except that in no event shall the Company will be required to qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 3.1 (d), it would not be required to (i) qualify generally be so qualified, to do business subject itself to taxation in any such jurisdiction where it would not otherwise be required or to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction;
(e) shall promptly notify each Holder selling Registrable Securities covered by each such registration statement:
(i) when the registration statement, orany pre-effective amendment, the prospectus or any prospectus supplement related thereto or any post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(v) if, for a Valid Business Purpose, the Company has determined that it would be inadvisable to continue to use the registration statement or the prospectus related thereto or the information conveyed to any purchaser at the time of sale to such purchaser in connection with the sale of any Registrable Securities; and
(f) shall provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(g) shall use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement; and
(i) shall cooperate with the sellers of Registrable Securities to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such in accordance with the instructions of the sellers of Registrable Securities at least three Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Hepalife Technologies Inc)
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than five (5) Trading Days prior to the Company, file with the Commission a registration statement with respect filing of each Registration Statement and not less than two (2) Trading Days prior to the resale filing of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, any related Prospectus or any amendments amendment or supplements theretosupplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company will shall: (i) furnish to each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the circumstancesreasonable opinion of respective counsel to each Holder, provide such counsel an opportunity to comment on any information pertaining to conduct a reasonable investigation within the holders meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible: (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 3(d).
(g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such document Holder.
(h) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to comply facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in all material respects with such denominations and registered in such names as any such Holder may request.
(j) Upon the requirements occurrence of any event contemplated by clause (v) or (vi) of Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither such Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply in all material respects with all applicable rules and regulations of the Commission. The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of Common Stock beneficially owned by such registration statementHolder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because any Holder fails to furnish such information within three Trading Days of the Stockholder;
(e) use its commercially reasonable efforts to register or qualify Company’s request, any liquidated damages that are accruing at such Registrable Securities under such securities or blue sky laws time shall be tolled and any Event that may otherwise occur solely because of such jurisdictions as delay shall be suspended until such information is delivered to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orCompany.
Appears in 1 contract
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder Parrut has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the CompanyCompany under this Agreement, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder Parrut covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder Parrut and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder Parrut or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the StockholderParrut;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder Parrut or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder Parrut or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, oror (iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not subject to taxation);
(f) promptly notify Parrut and underwriter of such Registrable Securities and confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective;
(g) promptly notify Parrut and underwriter of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 4.2, prepare and deliver a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(h) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which the same or similar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company;
(i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(j) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the holders of Parrut being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(k) use commercially reasonable efforts to cooperate with Parrut and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as Parrut or the underwriter or managing underwriter, if any, may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities;
(l) subject to confidentiality agreements in form and substance acceptable to the Company, make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by Parrut, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by Parrut or underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by Parrut, underwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by Parrut, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration;
(m) advise Parrut and underwriter of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority (FINRA);
(p) obtain for delivery to any underwriter of Registrable Securities an opinion or opinions of counsel for the Company in customary form;
(q) at the request of Parrut in connection with an Underwritten Offering, furnish on the date or dates provided for in the underwriting agreement a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and Parrut, covering such matters as such accountants, underwriters and Parrut may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and
(r) with respect to underwritten Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters with respect to, and participate in, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securities pursuant to a registration statement; provided such road shows are reasonably requested by the managing underwriter and are customary for underwritten offerings that are comparable to such underwritten Demand Registration in size and the type of securities offered.
Appears in 1 contract
Samples: Registration Rights Agreement (Recruiter.com Group, Inc.)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least three (3) Business Days prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Investor reasonably requests in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(m) obtain for delivery to the Participating Holders an opinion or opinions from counsel for the Company dated the Effective Date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(n) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(o) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the Effective Date of such Registration Statement;
(q) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Class A Ordinary Shares is then listed or quoted and on each inter-dealer quotation system on which any of the Class A Ordinary Shares is then quoted;
(r) the Company shall make available, during normal business hours, for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Documents (as defined in the Subscription Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and the representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(s) with a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell Class A Ordinary Shares or ADSs to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 the Investor upon request, as long as the Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 20-F or Quarterly Report on Form 6-K, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.5 shall be treated as confidential information and shall not be disclosed by the Investor to any other Person other than the Investor and its Affiliate’s respective officers, directors, employees, shareholders, partners, prospective buyers or financiers, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Investor Representatives”); provided, that, the Investor Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of the Investor with respect to the confidential information disclosed by the Investor to the Investor Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by the Investor of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other governmental authority, or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of the Investor’s confidentiality obligations to the Company), provided that, to the extent permitted by Applicable Laws, in the event the Investor or the Investor Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of, or to seek to obtain a protective order for, such information (other than any such disclosure required by any administrative body or other governmental authority in the exercise of its regulatory or other oversight authority with respect to the Investor or the Investor Representative). The confidentiality obligations herein shall, with respect to the Investor, expire on the earlier of (i) with respect to each confidential information, third (3rd) anniversary of disclosure of such confidential information; and (ii) second (2nd) anniversary of the date on which the Investor ceases to hold any Senior Preferred Shares, Class A Ordinary Shares or ADSs. The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
Appears in 1 contract
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that within a reasonable time under the circumstances before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstancesstatement, provide such counsel an opportunity reasonable time under the circumstances to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; , and the Company shall consider in good use good-faith efforts to incorporate any corrections reasonably requested comments provided by such counsel with respect to such informationcounsel);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) promptly furnish to the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, oror (iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not subject to taxation);
(f) promptly notify the Stockholder and underwriter of such Registrable Securities and confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective;
(g) promptly notify the Stockholder and underwriter of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 4.3, prepare and deliver a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(h) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which the same or similar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company;
(i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(j) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the holders of the securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(k) use commercially reasonable efforts to cooperate with the Stockholder and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the Stockholder or the underwriter or managing underwriter, if any, may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities;
(l) subject to confidentiality agreements in form and substance reasonably acceptable to the Company, make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by the Stockholder, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by the Stockholder or underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Stockholder, underwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by such Stockholder, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration;
(m) advise the Stockholder and underwriter of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority (FINRA);
(p) obtain for delivery to any underwriter of Registrable Securities an opinion or opinions of counsel for the Company in customary form;
(q) at the request of the Stockholder in connection with an Underwritten Offering, furnish on the date or dates provided for in the underwriting agreement a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the Stockholder, covering such matters as such accountants, underwriters and Stockholder may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and
(r) with respect to underwritten Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters with respect to, and participate in, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securities pursuant to a registration statement; provided such road shows are reasonably requested by the managing underwriter and are customary for underwritten offerings that are comparable to such underwritten Demand Registration in size and the type of securities offered.
Appears in 1 contract
Samples: Registration Rights Agreement (Jounce Therapeutics, Inc.)
Company Obligations. Whenever As to the offering of Company Common Stock covered by a registration statement referred to in Section 5.6(a), Company shall:
1. Use reasonable efforts to have such registration statement declared effective as promptly as reasonably practicable on or after such time and date as specified by the Consultant and will promptly notify the Consultant and its underwriter, if any, and confirm such advice in writing (i) when such registration statement has become effective, (ii) when any post-effective amendment to any such registration statement becomes effective and (iii) of any request by the Commission for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information;
2. Furnish to the Consultant or the underwriters such number of copies of any prospectus (including any preliminary prospectus). In conformity with the requirements of the Securities Act, as the Consultant may reasonably request in order to effect the offering and sale of the shares of Boca Common Stock being offered and sold by the Consultant, but only while Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts provisions hereof to cause such the registration statement to become remain current;
3. Use reasonable efforts to register or qualify, not later than the effective (provided date of such registration statement, the shares of the Consultant registered thereunder under the "blue sky" laws of such states as the Consultant may reasonable request; provided, however, that before filing Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities or to execute or file any general consent to service of process under the laws of any such state where it is not at such time so qualified or subject, and Company shall not be obligated to make any changes to the offering or incur any material additional expenses in response to requests of any blue sky authorities; and
4. For a period of at least 90 days after the effective date of the registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of until all such documents proposed to be filed to one counsel designated by the Stockholder shares covered by such registration statement and to the extent practicable under the circumstancesare sold, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by whichever is earlier, keep such registration statement contained therein; in effect and current and from time to time amend or supplement the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used prospectus in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) in compliance with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations adopted thereunder to permit the sale or distribution of the shares with respect to which such registration statement shall have become effective. If at any time the Commission thereunder and (ii) should institute or threaten to not contain institute any untrue statement proceedings for the purpose of issuing, or should issue a material fact or omit to state a material fact required to be stated therein or necessary to make stop order suspending the statements therein not misleading;
(d) furnish to the Stockholder and underwriter effectiveness of Registrable Securities, without charge, such number of copies of any such registration statement, each amendment Company with promptly notify the Consultant and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;
(e) will use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws prevent the issuance of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orstop order or to obtain the withdrawal thereof as soon as possible.
Appears in 1 contract
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, orof the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(h), if required by applicable law or to the extent requested by the Tornante Holder, an MDP Holder or a Mxxxxxx Holder, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, best efforts to obtain promptly the withdrawal of such order;
(xv) in the case of any underwritten offering, use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Common Stock are or are to be listed, and to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) in the case of any underwritten offering, use its reasonable best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (3) customary certificates executed by authorized officers of the Company as may be requested by any underwriter of such Registrable Securities;
(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective; and
(xxv) if requested by any Participating Demand Holder, cooperate with such Participating Demand Holder and with the managing underwriter or agent, if any, on reasonable notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to permit any such recipient Charitable Organization to sell in the underwritten offering if it so elects.
Appears in 1 contract
Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)
Company Obligations. Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required to file a registration statement under this Agreement or to will use its commercially reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreement, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its commercially reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Holders covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, orof the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Holders, the Company will use its commercially reasonable efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(vii) enter into and perform such customary agreements and take all such other actions as the Participating Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including (i) underwriting agreements in customary form, which agreements include customary limitations on the liability of the holders of Registrable Securities and the indemnification by the Company of the underwriters, their officers and directors and each Person who controls such underwriters and (ii) making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock split or combination, recapitalization or reorganization);
(viii) take all actions to ensure that any Free Writing Prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(ix) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(x) use commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, commercially reasonable efforts to obtain promptly the withdrawal of such order;
(xi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (or arrange for book entry transfer of securities in the case of uncertificated securities), and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request at least two (2) Business Days prior to any proposed sale of Registrable Securities to the underwriters;
(xii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiii) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Common Equity are or are to be listed, and to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xiv) use its commercially reasonable efforts to cause all Registrable Securities to be listed on each national or international securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed or traded;
(xv) in the case of any underwritten offering, use its commercially reasonable efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters;
(xvi) in all underwritten Public Offerings, provide a legal opinion of the Company’s outside counsel, addressed to the underwriters, dated the date of the closing under the underwriting agreement in customary form and covering such matters of the type customarily covered by legal opinion of such nature;
(xvii) if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), use its reasonable best efforts to not become an ineligible issuer (as defined in Rule 405 under the Securities Act) so long as any Holder holds Registrable Securities; and
(xviii) take such other actions and deliver such other documents and instruments as may be reasonably necessary or advisable to facilitate the registration and disposition of Registrable Securities as contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Varagon Capital Corp.)
Company Obligations. Whenever PEN Comeback 2, LLC (the “LLC”) may demand one registration under its Registration Rights Agreement dated September 6, 2019 and upon receipt of the written request from the LLC the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shallwill, as expeditiously as reasonably practicablepossible:
(a) a. prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Securities and Exchange Commission a registration statement with respect to the resale Registrable Shares identified in the demand on any form selected by counsel for the Company that is available for the sale of such the Registrable Securities Shares by the intended method of distribution and use its commercially reasonable best efforts including the preparation and filing of amendments and supplements to the registration statement and the prospectus used in connection therewith to cause such the registration statement to become effective and remain effective for a period of not less than 90 days (provided that before or for a shorter period as required for the actual sale of the shares registered).
b. if requested, furnish to the LLC and underwriter, if any, within a reasonable period of time prior to filing a any registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to one counsel selected by LLC copies of all such the documents proposed to be filed filed, which documents will be subject to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide review of such counsel an opportunity and the Company shall use all reasonable efforts to comment on comply with any request to modify the information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and LLC except that the Company shall consider in good faith have no obligation to modify any corrections reasonably requested by such counsel with respect information if so doing would cause the prospectus to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made) not misleading.;
(d) c. furnish to the Stockholder and underwriter of Registrable Securities, without charge, such LLC that number of copies of such the registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such the registration statement (including each preliminary prospectus prospectus), and summary prospectus) and such the other documents as the Stockholder or underwriter LLC may reasonably request in order to facilitate cause the disposition of the Registrable Securities owned by the StockholderShares;
(e) d. use its commercially reasonable efforts to register or qualify such the Registrable Securities Shares under such the other securities or blue sky laws of such the jurisdictions as the Stockholder or underwriter LLC reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such those jurisdictions of such the Registrable Securities Shares owned by the LLC (provided except that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any jurisdiction, or (iii) consent to general service of process in any jurisdiction);
e. notify the LLC, at any time when a prospectus relating to any Registrable Shares is required to be delivered under the Securities Act of 1933 (the “Securities Act”), upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in the registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of the LLC , the Company will prepare and furnish to the LLC a reasonable number of copies of a supplement or amendment to the prospectus so that, as thereafter delivered to the purchasers of the Registrable Shares, the prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided, however, that at any time, upon written notice to the LLC and until the LLC receives copies of the supplemented or amended prospectus, this period not to exceed 60 days (the “Suspension Period”), the Company may suspend the use or effectiveness of any registration statement (and the LLC agrees not to offer or sell any Registrable Shares pursuant to the registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could constitute a material misstatement or omission. If the Company exercises its right to delay or suspend the use or effectiveness of a registration hereunder, the time during which the registration statement is to remain effective shall be extended by a period equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the LLC, which shall not be unreasonably withheld. If so directed by the Company, the LLC shall (i) not offer to sell any Registrable Shares pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of the delay or suspension and (ii) use commercially reasonable efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the LLC’ possession, of the prospectus relating to the Registrable Shares current at the time of receipt of the notice;
f. use commercially reasonable efforts to cause all the Registrable Shares to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such jurisdictionwith respect to the Registrable Shares with the Financial Industry Regulatory Authority (“FINRA”);
g. enter into customary agreements (including underwriting agreements in customary form) and take all other actions as the LLC or the underwriters, orif any, reasonably request to expedite or facilitate the disposition of the Registrable Shares except that the board of the Company shall select, any underwriter for any underwritten offering subject to the approval of the LLC which will not be unreasonably withheld;
h. make available for inspection by the a representative of the LLC (the “LLC’s Representative”), any underwriter participating in any disposition pursuant to the registration statement, and one counsel retained by the LLC’s Representative or any underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives, and independent accountants to supply all the information reasonably requested by the LLC or any underwriter, attorney, accountant, or agent in connection with the registration statement;
i. otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
j. use commercially reasonable efforts to cause the Registrable Shares covered by the registration statement to be registered with or approved by other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Shares;
k. use commercially reasonable efforts to obtain an opinion from the Company’s outside counsel in customary form and covering matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters and the LLC;
l. cooperate with the LLC and each underwriter or agent participating in the disposition of the Registrable Shares and their respective counsel in connection with any filings required to be made with the FINRA; and
Appears in 1 contract
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect In connection with the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with pursuant to this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after furnish to the end holders of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and to the underwriter(s), if any, thereof such reasonable number of copies of the Registration Statement, preliminary prospectus, final prospectus and such other documents as such holders and underwriters may request in order to facilitate the public offering of such securities;
(b) use its reasonable best efforts to cause register or qualify the Registrable Securities under state securities laws of the jurisdictions which the holders thereof may reasonably request in writing within 20 days following the original filing of such registration statement Registration Statement, and do any and all other acts and things which may be necessary or advisable to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to enable the holders of Registrable Securities covered by to consummate the disposition of Registrable Securities in such registration statement contained therein; and jurisdictions, except that the Company shall consider not be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in good faith any corrections reasonably requested by such counsel with respect to such information)jurisdiction wherein it is not so qualified;
(bc) except as otherwise provided in this Agreement notify the holders of the Registrable Securities promptly when such Registration Statement has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; and
(including Section 2.3(bd) hereof)advise the holders of the Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement, or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(e) prepare and file with the Commission SEC such amendments and supplements to such registration statement Registration Statement, and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than the earlier of (i) with respect and to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement during Registration Statement, until the earlier of (a) such period time as all of such Registrable Securities and securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementRegistration Statement, or (b) the expiration of 90 days after such Registration Statement becomes effective;
(cf) furnish to the holders of the Registrable Securities a signed counterpart, addressed to the holders of the Registrable Securities, of (A) an opinion of counsel for the Company dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing of such underwritten public offering), and (B) a "cold comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in connection such Registration Statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, as the holders of the Registrable Securities may reasonably request;
(g) promptly notify the holders of the Registrable Securities at any filing time when a prospectus relating thereto is required to be delivered under the Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, would include an untrue statement of a material fact or prospectus omit to state any material fact required to be stated therein or amendment or supplement thereto, cause such document (i) necessary to comply make the statements therein not misleading in all material respects with the requirements light of the Securities Act circumstances then existing, and at the rules and regulations reasonable request of the Commission thereunder holders of the Registrable Securities prepare and (ii) furnish to the holders of the Registrable Securities such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities or securities, such prospectus shall not contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(dh) furnish to in connection with the Stockholder preparation and underwriter filing of the Registration Statement registering Registrable Securities under the Act, the Company will give the holders of Registrable SecuritiesSecurities and their counsel and accountants, without charge, such number of copies the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment and thereof or supplement thereto, the prospectus(es) included in and will give each of them such registration statement (including each preliminary prospectus access to its books and summary prospectus) records and such other documents as opportunities to discuss the Stockholder or underwriter may reasonably request in order to facilitate the disposition business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be reasonably necessary, in the opinion of the holders of Registrable Securities owned by Securities, or their counsel, to conduct a reasonable investigation within the Stockholder;meaning of the Act.
(ei) otherwise use of all of its commercially or their reasonable efforts to register or qualify comply with all applicable rules and regulations of the SEC and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act; and
(j) provide and cause to be maintained a transfer agent and registrant for such Registrable Securities under such securities or blue sky laws from and after a date not later than the effective date of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orstatement.
Appears in 1 contract
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder any Holder has requested that the resale any shares of any Registrable Securities Common Stock be registered in accordance with this Agreementpursuant to Sections 1.1, 1.2 or 1.3 hereof, the Company shall, as expeditiously as reasonably practicablepossible:
(a) 1. prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission SEC a registration statement with respect to the resale of such Registrable Securities shares and use its reasonable best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will shall furnish counsel for such Holder with copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationfiled);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), 2. prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days or until such earlier time as Holder has completed the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth distribution described in such registration statement;
(c) , whichever occurs first. Notwithstanding the foregoing, in connection with any filing the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such period shall be for not less than 180 days or until such earlier time as Holder has completed the distribution described in such registration statement, whichever occurs first, provided, such 180-day period shall be extended, if necessary, to keep the registration statement or prospectus or amendment or supplement thereto, cause such document (i) effective for a period of time equal to comply the period the Holder refrains from selling any securities included in all material respects with the requirements registration at the request of the Securities Act and underwriter or at the rules and regulations request of the Commission thereunder and (ii) Company pursuant to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;Section 1,5 herein.
(d) 3. furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), and such other documents as the Stockholder or underwriter such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholderrequest;
(e) 4. use its commercially reasonable best efforts to register or qualify such Registrable Securities shares under such other securities or blue sky laws of such jurisdictions as such Holder requests (and to maintain such registrations and qualifications effective for the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the applicable period the associated registration statement is required to be kept effectiveof time set forth in Section 1.4(2) hereof, and to do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such Holder to consummate the disposition in such jurisdictions of such Registrable Securities shares (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection (4), (ii) subject itself to taxation in any such jurisdiction, or (iii) file any general consent to general service of process in any such jurisdiction);
5. notify such Holder, at any time when a prospectus relating thereto is required to be delivered under the Act within the period that the Company is required to keep the registration statement effective, of the happening of any event as a result of which the prospectus included in any such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and promptly prepare, file and furnish to the Holder a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or, in light of the circumstances then existing, necessary to make the statements therein not misleading;
6. cause all such shares to be listed on securities exchanges, if any, on which securities of the same class issued by the Company are then listed (or if not then listed, on such exchanges as are requested by a majority of the participating Holders);
7. provide a transfer agent and registrar for all such shares not later than the effective date of such registration statement;
8. enter into such customary agreements and take all such other actions as such Holder reasonably requests (and subject to its reasonable approval) in order to expedite or facilitate the disposition of such shares;
9. if the offering is underwritten and at the request of any Holder, furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion of counsel, satisfactory to a majority of the Holders intending to register securities in connection therewith, stating (A) that such registration statement has become effective under the Act, (B) that to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, (C) that the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Act, and (D) such other effects as reasonably may be requested by counsel for the underwriters or by such Holder or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such Holder, stating that they are independent public accountants within the meaning of the Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement of the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;
10. make available for inspection by such Holder, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by such Holder or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; and
11. in connection with an underwritten offering pursuant to a registration statement filed pursuant to Section 1.1 hereof, enter into an underwriting agreement in customary form and containing customary provisions, including provisions for indemnification of underwriters and contribution, if so requested by any underwriter.
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shallwill, as expeditiously as reasonably practicablepossible:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its Use reasonable best efforts to (i) cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to remain continuously effective for a period that will terminate upon the extent practicable under earlier of the circumstances, provide such counsel an opportunity to comment date on any information pertaining to the holders of which all Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect Registration Statement as amended from time to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof)time, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and the date on which all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(k) (the “Effectiveness Period”) and advise Crestview in writing when the Effectiveness Period has expired, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to Crestview true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to Crestview which has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities 1933 Act and the 1934 Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Crestview thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(b) Prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement continuously effective for the period specified in Section 3(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby.
(c) Provide copies to and permit counsel designated by Crestview to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) Trading Days prior to their filing with the SEC. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which Crestview shall reasonably object in connection with any filing good faith, provided that the Company is notified of such objection in writing no later than five Trading Days after Crestview has been so furnished copies of a Registration Statement or one Trading Day after Crestview has been so furnished copies of any registration statement related Prospectus or amendments or supplements thereto.
(d) Furnish to Crestview’ legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Trading Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus or and Prospectus and each amendment or supplement thereto, cause and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such document Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as Crestview may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Crestview that are covered by the related Registration Statement.
(e) Use reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment.
(f) Prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with Crestview and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by Crestview and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction.
(g) Use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed.
(h) Notify Crestview of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that any and all of such information shall remain confidential to Crestview until such information otherwise becomes public, unless disclosure by Crestview is required by law; provided, further, that notwithstanding Crestview’s agreement to keep such information confidential, Crestview makes no acknowledgement that any such information is material, non-public information.
(i) Otherwise use reasonable best efforts to comply in with all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission SEC under the 1933 Act and the 1934 Act, take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).
(j) With a view to making available to Crestview the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit Crestview to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to not Crestview upon request, as long as Crestview owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-KSB or Quarterly Report on Form 10-QSB, and (C) such other information as may be reasonably requested in order to avail Crestview of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.
(k) If requested by Crestview, cooperate with Crestview to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as Crestview may request.
(l) Upon the occurrence of any event contemplated by Section 3(h), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event, prepare a supplement or amendment, including a post- effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies Crestview in accordance with clauses (iii) through (vi) of Section 3(h) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then Crestview shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(l) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(c), for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12 month period.
(dm) furnish Comply with all applicable rules and regulations of the SEC.
(n) The Company shall effect a filing with respect to the Stockholder and underwriter public offering contemplated by each Registration Statement (an “Issuer Filing”) with the National Association of Registrable SecuritiesSecurities Dealers, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(esInc. (“NASD”) included in such registration statement (including each preliminary prospectus and summary prospectusCorporate Financing Department pursuant to NASD Rule 2710(b) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition within one Trading Day of the Registrable Securities owned date that the Registration Statement is first filed with the SEC and pay the filing fee required by such Issuer Filing. The Company shall use reasonable best efforts to pursue the Issuer Filing until the NASD issues a letter confirming that it does not object to the terms of the offering contemplated by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws Registration Statement as described in the plan of such jurisdictions distribution attached hereto as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orAnnex A.
Appears in 1 contract
Samples: Registration Rights Agreement (Golden Phoenix Minerals Inc /Mn/)
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority Holders covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Majority Holders, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Majority Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, best efforts to obtain promptly the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) (A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Common Equity are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;
(xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective; and
(xxv) if requested by any Participating Majority Holder, cooperate with such Participating Majority Holder and with the managing underwriter or agent, if any, on reasonable notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to permit any such recipient Charitable Organization to sell in the underwritten offering if it so elects.
Appears in 1 contract
Samples: Registration Rights Agreement (Nutrition Topco, LLC)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has Selling Shareholders have requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the CompanyCompany under this Agreement and in any event within any time period specified in Section 2.1, Section 2.2 or Section 2.3, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder Selling Shareholders covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder Selling Shareholders and the underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder Selling Shareholders or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the StockholderSelling Shareholders;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder Selling Shareholders or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder Selling Shareholders or the underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, oror (iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not subject to taxation);
(f) promptly notify the Selling Shareholders and the underwriter of such Registrable Securities and confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective;
(g) promptly notify the Selling Shareholders and the underwriter of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 4.2, prepare and deliver a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(h) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which the same or similar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company;
(i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(j) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the the Selling Shareholders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(k) use commercially reasonable efforts to cooperate with the Selling Shareholders and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the Selling Shareholders or the underwriter or managing underwriter, if any, may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities;
(l) subject to confidentiality agreements in form and substance acceptable to the Company, make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by the Selling Shareholders, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by the Selling Shareholders or the underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by the Selling Shareholders, theunderwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Selling Shareholders, the underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration;
(m) advise the Selling Shareholders and the underwriter of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority (FINRA);
(p) obtain for delivery to any underwriter of Registrable Securities an opinion or opinions of counsel for the Company in customary form;
(q) at the request of the Selling Shareholders in connection with an Underwritten Offering, furnish on the date or dates provided for in the underwriting agreement a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the Selling Shareholders, covering such matters as such accountants, underwriters and the Selling Shareholders may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and
(r) with respect to underwritten Demand Registrations, make senior executives of the Company reasonably available to assist the underwriters with respect to, and participate in, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securities pursuant to a registration statement; provided such road shows are reasonably requested by the managing underwriter and are customary for underwritten offerings that are comparable to such underwritten Demand Registration in size and the type of securities offered.
Appears in 1 contract
Samples: Registration Rights Agreement (Recruiter.com Group, Inc.)
Company Obligations. Whenever the Company is required holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Majority Participating Holders copies of all such documents proposed to be filed or submitted a reasonable period of time prior to one counsel designated by the Stockholder covered by such registration statement filing or submission and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested timely provided comments by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an Underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, and each Free Writing Prospectus prepared in connection with any such other documents offer or sale as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Majority Participating Holders, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) use commercially reasonable efforts to (A) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, and (B) comply (and continue to comply) with the requirements of any securities exchange organization applicable to the Company, including all corporate governance requirements;
(viii) use commercially reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other customary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, in connection with any Underwritten Public Offering, participating in “road shows,” investor presentations, marketing events and other selling efforts as reasonably requested and upon reasonable advance notice to the Company’s management);
(x) make available for inspection (subject to customary confidentiality obligations) by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all customary financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all customary information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included to address such Holder’s potential status as an underwriter or controlling person, as applicable,;
(xiv) use reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, orand, in the event any such order is issued, use reasonable best efforts to promptly obtain the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter in any Underwritten Public Offering, include in any prospectus or prospectus supplement updated financial or business information for the Company's most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act;
(xix) (A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of any applications, notices, registrations and responses to requests for additional information with FINRA and any national securities exchange on which the shares of Common Stock are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any Underwritten Public Offering, use its commercially reasonable efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its commercially reasonable efforts to provide a legal opinion of the Company’s outside counsel, (i) dated the effective date of such registration statement addressed to the Company addressing the validity of the Registrable Securities being offered thereby, and (ii) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, (A) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering and (B) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters, if any;
(xxii) use its commercially reasonable efforts to deliver customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxiii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiv) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Babcock & Wilcox Enterprises, Inc.)
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iiB) consent to general service of process in any such jurisdiction, or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Investors, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company's most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (y) reasonably requested by any Participating Holder or (z) necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least two (2) Business Days prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as any Purchaser reasonably requests in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(p) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(q) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(r) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(s) the Company shall make available, during normal business hours, for inspection and review by any Purchaser, advisors to and representatives of such Purchaser (who may or may not be affiliated with such Purchaser and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by such Purchaser or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling such Purchaser and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(t) with a view to making available to each Purchaser the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit such Purchaser to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.4 shall be treated as confidential information and shall not be disclosed by each Purchaser to any other Person other than such Purchaser’s respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Purchaser Representatives”); provided, that, each such Purchaser Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of the disclosing Purchaser with respect to the confidential information disclosed by such Purchaser to such Purchaser Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by a Purchaser of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other Governmental Authority (as defined in the Purchase Agreement), or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of such Purchaser’s confidentiality obligations to the Company), provided that, to the extent permitted by Law (as defined in the Purchase Agreement), in the event a Purchaser or Purchaser Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure (other than any such disclosure required by any administrative body or other Governmental Authority in the exercise of its regulatory or other oversight authority with respect to such Purchaser or Purchaser Representative). The confidentiality obligations herein shall, with respect to any particular Purchaser, expire on the second (2nd) anniversary of the date on which such Purchaser ceases to hold any Shares. The Company shall hold in confidence and not make any disclosure of information concerning a Purchaser provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning a Purchaser is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Purchaser and allow such Purchaser, at such Purchaser’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
Appears in 1 contract
Company Obligations. Whenever the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of register Registrable Securities, or whenever it shall (it being understood and agreed that except as otherwise expressly set forth in this Article VI, if any other provision of this Agreement is more favorable to the Stockholder has requested that Holders than the resale provisions of any Registrable Securities be registered in accordance with this AgreementArticle VI, the Company shall, as expeditiously as reasonably practicable:such other provision shall apply):
(a) prepare provide the Participating Holders and their respective counsel with a reasonable opportunity to review, and comment on, any Registration Statement to be prepared and filed pursuant to this Agreement prior to the filing thereof with the Commission, and make all changes thereto as any Participating Holder may request in writing to the extent such changes are required, in the reasonable judgment of the Company's counsel, by the Securities Act and, as soon as practicable after except in the end case of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement under Article III, not file any Registration Statement or prospectus, Prospectus or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed thereto to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to which the holders of a majority of the class of Registrable Securities covered by such registration statement contained therein; and the Company same or the underwriter or underwriters, if any, shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission cause any such amendments and supplements to such registration statement Registration Statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, related Prospectus and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause as of the effective date of such document Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and (ii) not to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading;
(d) furnish , or, if for any other reason it shall be necessary to the Stockholder and underwriter of Registrable Securities, without charge, amend or supplement such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder Registration Statement or underwriter may reasonably request Prospectus in order to facilitate comply with the disposition of Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the Registrable Securities owned by the StockholderCommission an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or
Appears in 1 contract
Samples: Registration Rights Agreement (Loral Space & Communications Inc.)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (y) reasonably requested by any Participating Holder or (z) necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least two (2) Business Days prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Purchaser reasonably requests in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(p) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(q) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(r) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(s) the Company shall make available, during normal business hours, for inspection and review by the Purchaser, advisors to and representatives of the Purchaser (who may or may not be affiliated with the Purchaser and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Purchaser or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Purchaser and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(t) with a view to making available to the Purchaser the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchaser to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 the Purchaser upon request, as long as the Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.4 shall be treated as confidential information and shall not be disclosed by the Purchaser to any other Person other than the Purchaser’s respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Purchaser Representatives”); provided, that, each such Purchaser Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of the Purchaser with respect to the confidential information disclosed by the Purchaser to such Purchaser Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by the Purchaser of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other Governmental Authority (as defined in the Purchase Agreement), or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of the Purchaser’s confidentiality obligations to the Company), provided that, to the extent permitted by Law (as defined in the Purchase Agreement), in the event the Purchaser or Purchaser Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure (other than any such disclosure required by any administrative body or other Governmental Authority in the exercise of its regulatory or other oversight authority with respect to such Purchaser or Purchaser Representative). The confidentiality obligations herein shall, with respect to the Purchaser, expire on the second (2nd) anniversary of the date on which the Purchaser ceases to hold any Shares.
Appears in 1 contract
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the relevant Holder covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter such underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, Section 3(a)(v) or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any comment or request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by any such seller, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) cooperate with each Holder and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made by FINRA;
(ix) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(x) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the holders of the majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a share split or combination, recapitalization or reorganization);
(xi) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xii) take all actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xiii) comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiv) permit any Holder which in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xv) use best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction, and in the event any such order is issued, use best efforts to obtain promptly the withdrawal of such order;
(xvi) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvii) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (or arrange for book entry transfer of securities in the case of uncertificated securities), and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xviii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xix) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xx) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Common Equity are or are to be listed, and to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xxi) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxii) use its best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxiii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiv) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form F-3 and, if such form is not available, Form F-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (NaaS Technology Inc.)
Company Obligations. Whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of any Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreement, the Company shall, as expeditiously as reasonably practicable:
(a) As expeditiously as reasonably possible, prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Commission SEC a registration statement with respect to the resale of such Registrable Securities and use its commercially reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);effective.
(b) except as otherwise provided Upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to 120 days or until the distribution contemplated in this Agreement the Registration Statement has been completed if earlier; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (including Section 2.3(bor other securities) hereof), prepare of the Company.
(c) Prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period statement.
(d) At least two (2) business days before filing a registration statement, prospectus, or any amendments or supplements thereto, furnish to counsel for each Holder participating in accordance with the intended methods registration for review and approval, copies of disposition all documents proposed to be filed. Approval by Holders’ counsel shall not be unreasonably withheld or delayed. Failure of counsel for a Holder to respond by the sellers thereof set forth in such registration statement;end of the second business day shall be deemed to be an approval.
(ce) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.
(f) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders; provided that, the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
(g) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
(h) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in the light of the circumstances then existing.
(di) furnish Immediately notify each Holder participating in the distribution of any stop order threatened or issued by the SEC and take all actions reasonably required to prevent the Stockholder entry of a stop order, or if entered, to have it rescinded or otherwise removed.
(j) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange on which similar securities issued by the Company are then listed.
(k) Provide a transfer agent and underwriter of registrar for all Registrable Securities, without charge, Securities registered pursuant hereunder and a CUSIP number for all such number of copies Registrable Securities not later than the effective date of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder;registration.
(el) use Use its commercially reasonable efforts to register or qualify furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities under are delivered to the underwriters for sale in connection with a registration, if such securities or blue sky laws of are being sold through underwriters, or, if such jurisdictions as securities are not being sold through underwriters, on the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during date that the period the associated registration statement is required with respect to be kept such securities becomes effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to do business underwriters in any jurisdiction where it would not otherwise be required an underwritten public offering, addressed to qualify but for this subparagraphthe underwriters, if any, and the Holders requesting registration of Registrable Securities and (ii) consent a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to general service underwriters in an underwritten public offering, addressed to the underwriters, if any, and the Holders requesting registration of process in any such jurisdiction, orRegistrable Securities.
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shallwill, as expeditiously as reasonably practicablepossible:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing a Registration Statement, Prospectus or any Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and the Participating Holders, if any, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and the Participating Holders and their respective counsel and (y) except in the case of a registration under Section 3.2, not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Participating Holders or the underwriters, if any, shall reasonably object;
(b) as soon promptly as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission SEC a registration statement with respect Registration Statement relating to the resale of such Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)Act;
(bc) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (y) reasonably requested by any Participating Holder or (z) necessary to keep such registration statement Registration effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to comply be true and correct in all material respects with the requirements respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities Act for offering or sale in any jurisdiction and (F) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders and the rules and regulations managing underwriter or underwriters, if any, when the Company becomes aware of the Commission thereunder and happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (iias then in effect) to not contain or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters and the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder each Participating Holder and underwriter of Registrable Securitieseach underwriter, if any, without charge, as many conformed copies as such number Participating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder or underwriter;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdictionjurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Securities to the underwriters;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Purchasers or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) in the case of an underwritten offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the date of the closing under the underwriting agreement;
(p) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(q) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(r) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(s) use its reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(t) the Company shall make available, during normal business hours, for inspection and review by the Purchasers, advisors to and representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Exchange Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(u) with a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.
Appears in 1 contract
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by V Capital covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by V Capital, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as V Capital or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a ‘comfort’ letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Samples: Registration Rights Agreement (YY Group Holding Ltd.)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(f) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(dg) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least three (3) Business Days prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as such Investor reasonably requests in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(m) obtain for delivery to the Participating Holders an opinion or opinions from counsel for the Company dated the Effective Date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(n) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(o) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the Effective Date of such Registration Statement;
(q) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Class A Ordinary Shares is then listed or quoted and on each inter-dealer quotation system on which any of the Class A Ordinary Shares is then quoted;
(r) the Company shall make available, during normal business hours, for inspection and review by each Investor, advisors to and representatives of each Investor (who may or may not be affiliated with such Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Documents (as defined in the Subscription Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by such Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling such Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(s) with a view to making available to each Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit each Investor to sell Class A Ordinary Shares or ADSs to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 such Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.5 shall be treated as confidential information and shall not be disclosed by any Investor to any other Person other than such Investor and its Affiliate’s respective officers, directors, employees, shareholders, partners, prospective buyers or financiers, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Investor Representatives”); provided, that, each such Investor Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of such Investor with respect to the confidential information disclosed by such Investor to such Investor Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by any Investor of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other governmental authority, or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of such Investor’s confidentiality obligations to the Company), provided that, to the extent permitted by Law (as defined in the Subscription Agreement), in the event such Investor or such Investor Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of, or to seek to obtain a protective order for, such information (other than any such disclosure required by any administrative body or other governmental authority in the exercise of its regulatory or other oversight authority with respect to such Investor or such Investor Representative). The confidentiality obligations herein shall, with respect to each Investor, expire on the earlier of (i) with respect to each confidential information, third (3rd) anniversary of disclosure of such confidential information; and (ii) second (2nd) anniversary of the date on which such Investor ceases to hold any Senior Preferred Shares, Class A Ordinary Shares or ADSs. The Company shall hold in confidence and not make any disclosure of information concerning any Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning any Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
Appears in 1 contract
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Sponsor Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Sponsor Investor, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) use best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Sponsor Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, best efforts to obtain promptly the withdrawal of such order;
(xv) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Common Equity are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its best efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;
(xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective; and (xxv) if requested by any Participating Sponsor Investor, cooperate with such Participating Sponsor Investor and with the managing underwriter or agent, if any, on reasonable notice to facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to permit any such recipient Charitable Organization to sell in the underwritten offering if it so elects.
Appears in 1 contract
Samples: Registration Rights Agreement (PurposeBuilt Brands, Inc.)
Company Obligations. Whenever any holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required to file a registration statement under this Agreement or to will use its commercially reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(a) 3.4.1 prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Securities and Exchange Commission (the “SEC”) a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its commercially reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by such holders covered by such registration statement copies of all such documents proposed to be filed or submitted, which documents will be subject to one counsel designated the review and comment of such counsel);
3.4.2 notify each holder of (A) the issuance by the Stockholder covered by such SEC of any stop order suspending the effectiveness of any registration statement and to or the extent practicable under initiation of any proceedings for that purpose, (B) the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered receipt by such registration statement contained therein; and the Company shall consider in good faith or its counsel of any corrections reasonably requested by such counsel notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such information)purpose, and (C) the effectiveness of each registration statement filed hereunder;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), 3.4.3 prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities3.4.4 furnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus prospectus) (in each case including all exhibits and summary documents incorporated by reference therein), each amendment and supplement thereto, each free writing prospectus, as defined in Rule 405 of the Securities Act (each, a “Free Writing Prospectus”) and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(e) 3.4.5 use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
3.4.6 notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by an Initiating Holder, the Company will use its commercially reasonable efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
3.4.7 (A) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
3.4.8 use commercially reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
3.4.9 enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the holders of Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
3.4.10 make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
3.4.11 take all actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Underwritten Block Trade hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
3.4.12 permit any holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such holder and its counsel should be included;
3.4.13 use commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, commercially reasonable efforts to obtain promptly the withdrawal of such order;
3.4.14 use its commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
3.4.15 if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
3.4.16 take no direct or indirect action prohibited by Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”); provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
3.4.17 cooperate with each holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the shares of Registrable Securities are or are to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
3.4.18 in the case of any underwritten offering, use its commercially reasonable efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
3.4.19 use its commercially reasonable efforts to provide (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Piggyback Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the holders assisting in the sale of the Registrable Securities and (3) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
3.4.20 pay the filing fee at such time or times as the Registrable Securities are to be sold; and
3.4.21 if an automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year, refile a new automatic shelf registration atatement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (iFit Health & Fitness Inc)
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable review of such Participating Holders and their respective counsel and (y) except in the case of a registration under the circumstancesSection 2.2, provide such counsel an opportunity not file any Registration Statement or Prospectus or amendments or supplements thereto to comment on which any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company Participating Holders shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be necessary to keep such registration statement effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the Securities Act and issuance by the rules and regulations SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the Commission thereunder receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (iiE) of the receipt by the Company of any notification with respect to not contain the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders when the Company becomes aware of the happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder and underwriter of Registrable Securitieseach Participating Holder, without charge, as many conformed copies as such number Participating Holder may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder or underwriter such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or underwriter their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as may be requested at least three (3) Business Days prior to any sale of Registrable Securities;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(l) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Investor reasonably requests in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(m) obtain for delivery to the Participating Holders an opinion or opinions from counsel for the Company dated the Effective Date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(n) cooperate with each Participating Holder participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(o) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the Effective Date of such Registration Statement;
(q) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Class A Ordinary Shares is then listed or quoted and on each inter-dealer quotation system on which any of the Class A Ordinary Shares is then quoted;
(r) the Company shall make available, during normal business hours, for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Documents (as defined in the Subscription Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and the representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(s) with a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell Class A Ordinary Shares or ADSs to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 the Investor upon request, as long as the Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. All such information made available or provided pursuant to this Section 2.5 shall be treated as confidential information and shall not be disclosed by the Investor to any other Person other than the Investor and its Affiliate’s respective officers, directors, employees, shareholders, partners, prospective buyers or financiers, accountants, consultants, legal counsel, investment bankers, advisors and authorized agents (collectively, the “Investor Representatives”); provided, that, the Investor Representative shall be informed that such confidential information is strictly confidential and shall be subject to confidentiality restrictions in favor of the Investor with respect to the confidential information disclosed by the Investor to the Investor Representative. Notwithstanding anything to the contrary herein, the foregoing restrictions shall not prevent the disclosure by the Investor of any information (x) that is required to be disclosed by order of a court of competent jurisdiction, oradministrative body or other governmental authority, or by subpoena, summons or legal process, or by law, rule or regulation or (y) that is publicly available (other than by a breach of the Investor’s confidentiality obligations to the Company), provided that, to the extent permitted by Law (as defined in the Subscription Agreement), in the event the Investor or the Investor Representative is required to make a disclosure pursuant to clause (x) hereof, it shall provide to the Board prompt notice of such disclosure and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of, or to seek to obtain a protective order for, such information (other than any such disclosure required by any administrative body or other governmental authority in the exercise of its regulatory or other oversight authority with respect to the Investor or the Investor Representative). The confidentiality obligations herein shall, with respect to the Investor, expire on the earlier of (i) with respect to each confidential information, third (3rd) anniversary of disclosure of such confidential information; and (ii) second (2nd) anniversary of the date on which the Investor ceases to hold any Senior Preferred Shares, Class A Ordinary Shares or ADSs. The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
Appears in 1 contract
Samples: Registration Rights Agreement (Eve One Fund II L.P.)
Company Obligations. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementunder the Securities Act, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become and remain effective until the earlier of 180 days or such time as the holder or holders of such Registrable Securities have completed the distribution described in the registration statement relating thereto (provided that before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsels selected by the holders of the applicable series of Demand Shares and the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationfiled);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered by the registration statement have been sold, six months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(diii) furnish to the Stockholder and underwriter each seller of Registrable Securities, without charge, Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch seller;
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or managing underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which that may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to
(ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction);
(v) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(vi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, use its best efforts to cause such Registrable Securities to be listed on the Nasdaq National Market;
(vii) provide a transfer agent and registrar and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(viii) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);
(ix) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement;
(xi) permit any holder of Registrable Securities, which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(xii) obtain a cold comfort letter from the Company's independent public accountants in customary form covering such matters of the type customarily covered by such cold comfort letters addressed to the sellers of Registrable Securities;
(xiii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order; and
(xiv) furnish, at the request of any holder of Demand Shares requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.
Appears in 1 contract
Company Obligations. Whenever the The Company is required to file a registration statement under this Agreement or to will use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementthe terms hereof, and pursuant thereto the Company shall, as expeditiously as reasonably practicablewill:
(a) prepare andthe required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement Registration Statement, Prospectus or prospectusany Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the Company will furnish underwriters, if any, and the Participating Holders, if any, copies of all such documents proposed prepared to be filed to one counsel designated by the Stockholder covered by such registration statement and filed, which documents shall be subject to the extent practicable under the circumstances, provide review of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; underwriters and the Company Participating Holders and their respective counsel and (y) except in the case of a registration under Section 2.2, not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Participating Holders or the underwriters, if any, shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)object;
(b) except as otherwise provided in this Agreement file with the SEC a Registration Statement relating to the Registrable Securities including all exhibits and financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act;
(including Section 2.3(bc) hereof), prepare and file with the Commission SEC such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments and or supplements to such registration statement and the prospectus(es) used in connection therewith any Free Writing Prospectus as may be (y) reasonably requested by any Participating Holder or (z) necessary to keep such registration statement Registration effective for a the period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that all of the securities covered time required by the registration statement have been soldthis Agreement, and comply with the provisions of the Securities Act applicable securities laws with respect to the sale or other disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(cd) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in connection with writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any filing of amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any registration statement or prospectus or amendment or supplement theretothereto has been filed, cause (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such document Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (iC) to comply in all material respects with the requirements of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC preventing or suspending the use of any preliminary or final Prospectus or any Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities Act for offering or sale in any jurisdiction and (E) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;
(e) promptly notify the Participating Holders and the rules and regulations managing underwriter or underwriters, if any, when the Company becomes aware of the Commission thereunder and happening of any event as a result of which the Registration Statement, the Prospectus included in such Registration Statement (iias then in effect) to not contain or any Free Writing Prospectus contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;
(df) promptly incorporate in a Prospectus supplement, Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters and the Participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Free Writing Prospectus or post-effective amendment;
(g) furnish to the Stockholder each Participating Holder and underwriter of Registrable Securitieseach underwriter, if any, without charge, as many conformed copies as such number Participating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(h) deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement applicable Prospectus (including each preliminary prospectus Prospectus), any Free Writing Prospectus and summary prospectusany amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as the Stockholder such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholdersuch Participating Holder or underwriter;
(ei) on or prior to the date on which the Registration Statement is declared effective, use its commercially reasonable best efforts to register or qualify qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under such the securities or blue sky “Blue Sky” laws of such jurisdictions each state and other jurisdiction of the United States as the Stockholder any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, request in writing and do any and all other acts and or things which may be reasonably necessary or advisable to enable the Stockholder keep such registration or underwriter to consummate the disposition qualification in effect for such jurisdictions of such Registrable Securities (period as required by this Agreement, provided that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required subject it to qualify but for this subparagraph, (ii) consent to taxation or general service of process in any such jurisdictionjurisdiction where it is not then so subject;
(j) cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;
(k) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;
(l) make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;
(m) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the Purchasers or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;
(n) obtain for delivery to the Participating Holders and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel;
(o) in the case of an underwritten offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the date of the closing under the underwriting agreement;
(p) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA or any other securities regulatory authority;
(q) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(r) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(s) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system on which any of the Common Stock is then quoted;
(t) the Company shall make available, during normal business hours, for inspection and review by the Purchasers, advisors to and representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who are reasonably acceptable to the Company), all financial and other records, all SEC Reports (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement; and
(u) with a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (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 each Purchaser upon request, as long as such Purchaser owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.
Appears in 1 contract
Company Obligations. Whenever In connection with the Company is required Company’s obligations under this Agreement to file a registration statement under this Agreement or Registration Statement with the SEC and to use its commercially reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered cause a Registration Statement to become effective in accordance with this Agreementthe terms hereof, the Company shallwill, as expeditiously as reasonably practicablepossible:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with the Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and thereafter use its commercially reasonable best efforts to cause such registration statement Registration Statement to become effective (provided that and to remain continuously effective, and such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, that, before filing a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish a reasonable period of time prior to filing to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed filed, which documents will be furnished within a reasonable period of time prior to one counsel designated by the Stockholder covered by filing and will be subject to review of such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information)counsel;
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Commission SEC such amendments and supplements post-effective amendments to such registration statement the Registration Statement and the prospectus(es) used in connection therewith Prospectus as may be necessary to keep such registration statement the Registration Statement effective for a period of not less than that will terminate upon the earlier of (i) with respect to a Long Form Demand Registration Statementsix months in the case of underwritten registrations, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) 36 months in the case of shelf registrations, (iii) the date that on which all Registrable Securities covered by such Registration Statement may be sold without restriction pursuant to Rule 144, or (iv) in any event, when all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but, in any event, not before the expiration of any longer period required under the Securities Act, or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (the “Effectiveness Period”)] and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securities, without charge, Investor such number of copies of such registration statementa Prospectus, each amendment including a preliminary prospectus, and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus all amendments and summary prospectus) supplements thereto and such other documents as the Stockholder or underwriter Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Investor that are covered by the Stockholderrelated Registration Statement;
(ed) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in prevent the issuance of any jurisdiction where it would not otherwise be required to qualify but for this subparagraphstop order or other suspension of effectiveness of a Registration Statement and, (ii) consent to general service if such order or suspension is issued, obtain the withdrawal of process in any such jurisdiction, ororder or suspension at the earliest possible moment and notify each holder of Registrable Securities of the issuance of such order and the resolution thereof or its receipt of notice of the initiation of any proceeding such purpose;
Appears in 1 contract
Company Obligations. Whenever In connection with the Company is required to file a Company’s registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this Agreementobligations hereunder, the Company shall, as expeditiously as reasonably practicable:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given Not less than five (5) Trading Days prior to the Company, file with the Commission a registration statement with respect filing of each Registration Statement and not less than two (2) Trading Days prior to the resale filing of such Registrable Securities any related Prospectus or any amendment or supplement thereto and shall use its commercially reasonable best efforts to cause such registration statement include any document that would be incorporated or deemed to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements theretobe incorporated therein by reference, the Company will shall: (i) furnish to each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to one counsel designated be incorporated by the Stockholder covered by such registration statement and reference) will be subject to the extent practicable under review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the circumstancesreasonable opinion of respective counsel to each Holder, provide such counsel an opportunity to comment on any information pertaining to conduct a reasonable investigation within the holders meaning of Registrable the Securities covered by such registration statement contained therein; and Act. Notwithstanding the above, the Company shall consider not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in good faith addition to those required hereunder, or any corrections reasonably requested by such counsel with respect to such information);Prospectus prepared thereto.
(bi) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to such registration statement a Registration Statement and the prospectus(es) Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such registration statement effective additional Registration Statements in order to register for a period resale under the Securities Act all of not less than the earlier Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iiii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsStatement or any amendment thereto, and (iiiv) the date that comply in all of the securities covered by the registration statement have been sold, and comply material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such registration statement a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement;Registration Statement as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 105% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Deadline, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible: (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement has been filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, in each case, after the such Registration Statement has been declared effective, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company 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 the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EXXXX system (or successor thereto) need not be furnished. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any filing of any registration statement or prospectus or amendment or supplement thereto, cause except after the Company has given notice pursuant to Section 4(d).
(g) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such document Holder.
(h) Prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to comply facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in all material respects with such denominations and registered in such names as any such Holder may request.
(j) Upon the requirements occurrence of any event contemplated by clause (v) or (vi) of Section 4(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the Securities Act premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and the rules and regulations of the Commission thereunder and (ii) to not file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 4(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
(dk) Comply with all applicable rules and regulations of the Commission.
(l) The Company may require each selling Holder to furnish to the Stockholder and underwriter of Registrable Securities, without charge, such Company a certified statement as to the number of copies shares of Common Stock beneficially owned by such registration statementHolder and, each amendment and supplement theretoif required by the Commission, the prospectus(es) included in such natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration statement (including each preliminary prospectus and summary prospectus) and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by solely because any Holder fails to furnish such information within three Trading Days of the Stockholder;
(e) use its commercially reasonable efforts to register or qualify Company’s request, any liquidated damages that are accruing at such Registrable Securities under such securities or blue sky laws time shall be tolled and any Event that may otherwise occur solely because of such jurisdictions as delay shall be suspended until such information is delivered to the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, orCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Arch Therapeutics, Inc.)
Company Obligations. Whenever the Company is required Holders have requested that any Registrable Securities be registered pursuant to file a registration statement under this Agreement or to have initiated a Shelf Offering, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided notify each Holder that holds Registrable Securities registered by a registration statement of (A) the issuance by the SEC of any stop order suspending the effectiveness of any such registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in this Agreement any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (including Section 2.3(bC) hereof), the effectiveness of each such registration statement filed hereunder;
(iii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(ev) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iiB) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify in writing each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(f), if required by applicable law or to the extent requested by the Majority Participating Investors, the Company will use its reasonable best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vii) (A) use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA, and (B) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(viii) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities, not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other reasonable actions as the Majority Participating Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,” investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(xi) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration or Shelf Offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(xii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii) permit any Holder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) use reasonable best efforts to (A) make Short-Form Registration available for the sale of Registrable Securities and (B) prevent the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Equity included in such registration statement for sale in any jurisdiction use, and in the event any such order is issued, reasonable best efforts to obtain promptly the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, 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, or the removal of any restrictive legends associated with any account at which such securities are held, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xviii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xix) (A) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with the preparation and filing of applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq or any other national securities exchange on which the Common Equity is or is to be listed, and (B) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter;
(xx) in the case of any underwritten offering, use its reasonable best efforts to obtain, and deliver to the underwriter(s), in the manner and to the extent provided for in the applicable underwriting agreement, one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xxi) use its reasonable best efforts to provide (A) a legal opinion of the Company’s outside counsel dated the effective date of such registration statement addressed to the Company addressing the validity of the Registrable Securities being offered thereby, (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Demand Registration or Shelf Offering, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and (C) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
(xxii) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxiii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxiv) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
Appears in 1 contract
Samples: Registration Rights Agreement (European Wax Center, Inc.)
Company Obligations. Whenever If and whenever the Company is required causes the registration of any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to file a registration statement under an Excluded Registration) as provided in this Agreement or to Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of Registrable Securities, or whenever the Stockholder has requested that the resale of any such Registrable Securities be registered in accordance with this Agreementthe intended method of disposition thereof, and pursuant thereto the Company shall, will as expeditiously as reasonably practicablepossible:
(ai) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, and file with (or submit confidentially to) the Commission SEC a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing or confidentially submitting a registration statement or prospectus, prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and or submitted, which documents will be subject to the extent practicable under the circumstances, provide review and comment of such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such informationcounsel);
(bii) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus(es) prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of (i) with respect to a Long Form Demand Registration Statement, one hundred eighty (180) days, and with respect to a Short Form Demand Registration Statement, two (2) years, and (ii) the date that ending when all of the securities covered by the such registration statement have been solddisposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(d) furnish to the Stockholder and underwriter of Registrable Securitiesfurnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as the Stockholder such seller or underwriter underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller (the StockholderCompany hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(eiv) use its commercially reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder or underwriter any seller reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter such seller to consummate the disposition in such jurisdictions of such the Registrable Securities owned by such seller (provided that the Company will not be required to to: (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (iiB) consent to general service of process in any such jurisdiction; or (C) subject itself to taxation in any such jurisdiction);
(v) notify in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information; and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the Investors, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; and (D) if at any time the representations and warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct;
(vi) use its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(vii) enter into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making available the executive officers of the Company and participating in ‘road shows’, investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization or reorganization);
(viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and the disposition of such Registrable Securities pursuant thereto;
(ix) take all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, 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;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xii) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company's most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;
(xiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(xiv) use its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement addressed to the Company; and (B) on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, and (2) one or more ‘negative assurances letters’ of the Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non -underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, (3) a ‘comfort’ letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any underwriter of such Registrable Securities;
Appears in 1 contract
Samples: Registration Rights Agreement (Vocodia Holdings Corp)
Company Obligations. Whenever If and whenever the Company is required to file a registration statement under this Agreement or to use its reasonable best efforts by the provisions of Section 2 above to effect the registration of Registrable Securities, or whenever Securities under the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this AgreementAct, the Company shall, as expeditiously as reasonably practicablewill use reasonable efforts to:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, a. Prepare and file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective and (provided that before by preparing and filing a registration statement or prospectus, or any with the SEC such amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and supplements to the extent practicable under prospectus, if any, contained therein as may be necessary) to remain effective during the circumstances, provide such counsel an opportunity to comment on any information pertaining to period required for the holders distribution of Registrable the Securities covered by such registration statement contained thereinstatement; and provided, however, that the Company shall consider in good faith may deregister any corrections reasonably requested by of such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of Securities which have not less than been sold after the earlier to occur of (i) with respect the date the Executive receives an opinion of counsel (which may be from counsel to a Long Form Demand Registration Statement, one hundred eighty (180the Company) days, and with respect to a Short Form Demand Registration Statement, two (2that all such securities may be sold under the provisions of SEC Rule 144(k) years, and (ii) the date that all later to occur of (A) the third anniversary of the securities covered by effective date of the registration statement have been sold, and comply with (B) the provisions ninety-first (91st) day after the expiration of any suspension of the Securities Act with respect right of Executive to make sales pursuant to such registration statement, if any, subject, however, to the disposition requirements of Section 2, above;
b. Furnish to the Executive in connection with a Holder's Offering such reasonable number of copies of the registration statement, summary plan description, preliminary prospectus, final prospectus and other documents as may reasonably be requested in order to facilitate the marketing of such Securities;
c. Register or qualify such Securities under the securities or "blue sky" laws of such jurisdiction within the United States as the Executive may reasonably request; provided that the Company shall not be required to consent to general service of process for all securities covered by purposes in any jurisdiction where it is not then qualified to do business as a foreign corporation;
d. Promptly notify the Executive, promptly after the Company shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
e. Notify the Executive, during any period during which Securities may be distributed pursuant to a Holder's Offering and a prospectus relating to such period in accordance with registration statement is required to be delivered under the intended methods Securities Act, of disposition by the sellers thereof set forth happening of any event as a result of which the prospectus included in such registration statement;
(c) , as then in connection with any filing effect, if any, includes an untrue statement of any registration statement a material fact or prospectus omits to state a material fact required to be stated therein or amendment or supplement theretonecessary to make the statements therein, cause such document (i) to comply in all material respects with the requirements light of the Securities Act circumstances then existing, not misleading, and at the rules and regulations request of the Commission thereunder Executive prepare and (ii) furnish to the Executive a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Securities, such prospectus shall not contain any include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances then existing, not misleading;
(d) furnish to f. In the Stockholder case of an underwritten offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of Registrable Securitiessuch offering, in usual and customary form, including, without chargelimitation, such number customary indemnification and contribution obligations, and in the case of copies any non-underwritten offering, provide to broker-dealers participating in any distribution of such Securities reasonable indemnification substantially similar to that provided by Section 6 hereof whenever requested to do so;
g. Promptly notify the Executive (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the registration statement, each amendment and supplement theretomake every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible time;
h. Permit counsel for the Executive to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing with the SEC, and not to file any document in a form to which such counsel reasonably objects;
i. Make generally available to its security holders as soon as practical, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the registration statement;
j. Make available for inspection by the Executive, any underwriter participating in any disposition pursuant to the registration statement, and any attorney, accountant, or other agent retained by the Executive or any such underwriter (collectively, the prospectus(es) included in such registration statement (including each preliminary prospectus "Inspectors"), all pertinent financial and summary prospectus) other records, pertinent corporate documents and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition properties of the Registrable Securities owned by the Stockholder;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions Company, as the Stockholder or underwriter reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable each Inspector to exercise its due diligence responsibility, and cause the Stockholder or underwriter Company's officers, directors and employees to consummate supply all information reasonably required by any such Inspector in connection with the disposition in such jurisdictions of such Registrable Securities (provided that the Company will not be required registration statement;
k. Use reasonable efforts either to (i) qualify generally cause all the Securities covered by the registration statement to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphlisted on a national exchange and on each additional national securities exchange on which similar securities issued by the Company are then listed, if any, if the listing of such Securities is then permitted under the rules of such exchange or (ii) consent secure designation of all the Securities covered by the registration statement as a Nasdaq "National Market Security" within the meaning of Rule 11a2-1 of the SEC and the quotation of the Securities on the Nasdaq National Market System;
l. Provide a transfer agent and registrar, which may be a single entity, for the Securities not later than the effective date of the registration statement;
m. Cooperate with the Executive and the managing underwriter or underwriters, if any, in a reasonable manner to general service facilitate the timely preparation and delivery of process certificates (not bearing any restrictive legends) representing Securities to be sold pursuant to the registration statement and enable such certificates to be in any such jurisdictiondenominations or amounts, oras the case may be, and registered in such names as the managing underwriter or underwriters, if any, or the Executive may reasonably request; and
n. Take all other reasonable actions necessary and appropriate for the Company to take to expedite and facilitate disposition by the Executive of the Securities pursuant to the registration statement.
Appears in 1 contract
Samples: Employment Agreement (Lancit Media Productions LTD)
Company Obligations. Whenever In the case of each registration effected by the Company is required pursuant to file a registration statement under this Agreement or to use its reasonable best efforts to effect the registration of Registrable Securities, or whenever the Stockholder has requested that the resale of any Registrable Securities be registered in accordance with this AgreementSection 9, the Company shallwill keep the Investors, as expeditiously applicable, advised in writing as reasonably practicableto the initiation of each registration and as to the completion thereof. At its expense, the Company will:
(a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become remain effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of at all such documents proposed to be filed to one counsel designated by the Stockholder covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any corrections reasonably requested by such counsel with respect to such information);
(b) except as otherwise provided in this Agreement (including Section 2.3(b) hereof), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than times until the earlier of (i) with respect such time as the distribution described in the registration statement relating to a Long Form Demand Registration Statement, one hundred eighty the Conversion Shares has been completed and (180ii) days, and with respect to a Short Form Demand Registration Statement, two (2) yearsyears from the Closing Date;
(b) prepare and file with the SEC such amendments and post-effective amendments to such registration statement and supplements to the prospectus as may be (i) reasonably requested by the holders of a majority of the Conversion Shares, and (ii) the date that all of the securities covered reasonably requested by the registration statement have been sold, and comply with the provisions of the Securities Act with respect any participating holder (to the disposition of all securities covered by extent such request relates to information relating to such holder), or (iii) necessary to keep such registration statement during such effective for the period in accordance with the intended methods of disposition time required by the sellers thereof set forth in such registration statementthis Section 9;
(c) in connection with prepare and deliver to the Investors as many copies of each preliminary and final prospectus and other documents incident thereto as each of the Investors from time to time may reasonably request;
(d) immediately notify the Investors, at any filing time when a prospectus relating to a registration of Conversion Shares is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of the Investors, prepare a supplement or amendment to such registration statement or so that, as thereafter delivered to the purchasers of such Conversion Shares, such prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(de) furnish to list the Stockholder and underwriter of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, Conversion Shares on the prospectus(es) included in such registration statement (including each preliminary prospectus and summary prospectus) and such other documents as automated quotation system and/or securities exchanges upon which the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the StockholderCommon Stock is listed;
(ef) use its commercially reasonable best efforts to register or qualify and maintain the qualification of the Conversion Shares covered by such Registrable Securities registration under such state securities or "blue sky sky" laws of such jurisdictions for offers and sales to the public as the Stockholder or underwriter Investors shall reasonably request; provided, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effectivehowever, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities (provided that the Company will shall not be required obligated to qualify as a foreign corporation to do business under the laws of or become subject to taxation in, any jurisdiction in which it shall not be then qualified, or to file any general consent to service of process;
(g) otherwise use its best efforts to comply with the securities laws of the United States and other applicable jurisdictions and all applicable rules and regulations of the SEC and comparable Governmental Authorities in other applicable jurisdictions;
(h) notify the Investors (i) qualify generally when the Registration Statement or any amendment thereto has been filed or become effective, when the prospectus or any amendment or supplement thereto has been filed and to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphfurnish the Investors with copies thereof, (ii) consent of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the preliminary prospectus or the Final Prospectus (as defined below) or the initiation or threatening of any proceedings for such purposes, and (iii) the receipt by the Company of any notification with respect to general service the suspending of process the qualification of the Conversion Shares for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such jurisdictionpurpose; and
(i) with a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of restricted securities to the public without registration, orthe Company agrees to: (i) make and keep public information available as those terms are understood and defined in Rule 144; (ii) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act at any time after it has become subject to such reporting requirements; and (iii) so long as an Investor or transferee of an Investor owns any Securities, furnish to such Investor or transferee of such Investor upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the 1933 Act and the 1934 Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Investor or transferee of such Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing such Investor or transferee of such Investor to sell any such securities without registration.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Price Group LLC)
