Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible: (a) use reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired; (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 effective for 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; (c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC; (d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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 SuperCom and its 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 SuperCom 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) immediately notify SuperCom, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
Appears in 2 contracts
Samples: Asset Purchase Agreement (On Track Innovations LTD), Asset Purchase Agreement (SuperCom Ltd.)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, or (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom a Holder in writing when the Effectiveness Period has expiredexpired as to their respective Registrable Securities;
(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 effective for 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;
(c) provide copies of to the Holders to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which the Holder reasonably objects;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statement;
(e) use commercially 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;
(fe) prior to any public offering of Registrable Securities, if the Common Stock is not traded on a national securities exchange (as defined by the SEC) use commercially reasonable best efforts to register or qualify or cooperate with SuperCom and its counsel the Holders in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such U.S. jurisdictions requested by SuperCom the Holders and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such U.S. 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 U.S. 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;
(gf) use commercially 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;
(hg) immediately notify SuperComthe Holders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the 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 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; 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); and
(i) With a view to making available to the Holders 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 Holders 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 pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in which the transferee receives freely tradable shares; (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 each Holder upon request, as long as such Holder 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-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. In the event that the Company fails to comply with the requirements of this Section 3(i) after the 90th day after the Closing Date, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by the Holder pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof until such failure is cured; provided, however, that such liquidated damages shall be payable only to a Holder only to the extent the Holder continues to hold Registrable Securities prior to such failure. Such payments shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the right of the Holders to seek injunctive relief. Such payments shall be made to each Holder in cash no later than three (3) Business Days after the end of each 30-day period.
Appears in 2 contracts
Samples: Registration Rights Agreement (ENDRA Life Sciences Inc.), Registration Rights Agreement (ENDRA Life Sciences Inc.)
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) prepare the 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 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 reasonably object;
(b) 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 best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expiredAct;
(bc) prepare and file with the SEC such amendments pre- and post-effective amendments to such Registration Statement, supplements to the Registration Statement Prospectus and the such amendments or supplements to any Free Writing Prospectus as may be (y) reasonably requested by any Participating Holder or (z) necessary to keep the such Registration Statement effective for the Effectiveness Period period of time required by this Agreement, and to comply with the provisions of the 1933 Act and the 1934 Act applicable securities laws with respect to the distribution sale or other disposition of all of the Registrable Securities securities covered thereby;
(c) provide copies of each by such Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing during such period in accordance with the SECintended method or methods of disposition by the sellers thereof set forth in such Registration Statement;
(d) furnish to SuperCom promptly notify the Participating Holders and its legal counsel the managing underwriter or underwriters, if any, and (iif requested) promptly confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after the same notice thereof is prepared and publicly distributed, filed with the SEC, or received by the Company (but A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Free Writing Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the SEC or any request by the SEC for amendments or supplements to such Registration Statement, Prospectus or Free Writing Prospectus or for additional information, (C) 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 be true and correct in all material respects, (E) 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 (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 managing underwriter or underwriters, if any, 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 omits to state a material fact 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 later than two 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;
(2f) Business Days 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 filing datematters to be incorporated in such Prospectus supplement, receipt date Free Writing Prospectus or sending datepost-effective amendment;
(g) furnish to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as such Participating Holder or underwriter may reasonably request of the case may be) one (1) copy of any 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 the applicable Prospectus (including each preliminary prospectus and Prospectus), any Free Writing Prospectus and each any amendment or supplement theretothereto 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 each letter written any amendment or supplement thereto by or on behalf such Participating Holder and the underwriters, if any, in connection with the offering and sale 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (iiRegistrable Securities thereby) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as SuperCom such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statementsuch Participating Holder or underwriter;
(e) use reasonable best efforts to (i) prevent the issuance of any stop order on 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 Securitiesthe date on which the Registration Statement is declared effective, use its reasonable best efforts to register or qualify or qualify, and cooperate with SuperCom the Participating Holders, the managing underwriter or underwriters, if any, and its counsel their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky “Blue Sky” laws of such jurisdictions requested by SuperCom each state and other jurisdiction of the United States as any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other commercially reasonable acts or things reasonably necessary or advisable to enable the distribution keep such registration or qualification in effect for such jurisdictions of the Registrable Securities covered period as required by the Registration Statement; providedthis Agreement, however, provided that the Company shall not be required in connection therewith or as a condition thereto 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 Section 3(f), (ii) subject itself to taxation or 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 jurisdictionjurisdiction where it is not then so subject;
(gj) 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 a the Registration Statement to be listed on each securities exchange, interdealer exchange on which any of the Common Stock is then listed or quoted and on each inter-dealer quotation system or other market on which similar securities issued by any of the Company are Common Stock is then listedquoted;
(ht) immediately notify SuperComthe 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 prior permit the Purchasers to sell shares of Common Stock to the end 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 Effectiveness Period, upon discovery that, Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or upon the happening any other rule of any event similar effect or (B) such date as a result of which, the Prospectus 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 not misleading in light all of the circumstances then existing, and promptly prepare, 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 holder Purchaser owns any Registrable Securities, (A) a reasonable number written statement by the Company that it has complied with the reporting requirements of copies the Exchange Act, (B) a copy of a supplement to the Company’s most recent Annual Report on Form 10-K or an amendment of Quarterly Report on Form 10-Q, and (C) such Prospectus other information as may be necessary so that reasonably requested in order to avail such Prospectus shall not include an untrue statement Purchaser of a material fact any rule or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light regulation of the circumstances then existingSEC that permits the selling of any such Registrable Securities without registration.; and
Appears in 2 contracts
Samples: Registration Rights Agreement (GTX Inc /De/), Securities Purchase Agreement (GTX Inc /De/)
Company Obligations. The Company will use reasonable best efforts Whenever required to effect the registration or sale of the any Registrable Securities in accordance with the terms hereofunder this Agreement, and pursuant thereto the Company willshall, as expeditiously as possiblereasonably possible take the following actions, to the extent applicable to the registration or sale in the relevant jurisdiction:
(ai) in the case of a registration and offering pursuant to the Securities Act, prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use reasonable best and diligent efforts to cause such Registration Statement to become effective effective, not later than one hundred and eighty (180) days after the registration request made by one (1) or more Holders pursuant to remain continuously effective for a period that will terminate section 3, and not later than ninety (90) days after the registration request made by one (1) or more Holders pursuant to section 5, and, upon the earlier request of the Holders of more than fifty percent (i50%) of the date on which all Registrable Securities covered by registered thereunder, keep such Registration Statement as amended from time effective for up to timeone hundred eighty (180) days or, if earlier, until the Holder or Holders have been sold, completed the distribution related thereto;
(ii) in the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates case of a proposed listing of the Ordinary Shares on the Hong Kong Stock Exchange, prepare and file with the Hong Kong Stock Exchange a Form A1 with respect to the Ordinary Shares and use reasonable and diligent efforts to cause the Listing Committee and the Listing Division of the Hong Kong Stock Exchange to grant its approval-in-principal for such listing, not later than one hundred and eighty (180) days (or such later time as agreed between the Company immediately without registration under and the Securities Act and without volume restrictions Holders) after the filing request made by one (1) or more Holders pursuant to Rule 144(k), or Section 3;
(iii) 30 months following in the date case of a registration and offering pursuant to the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”)Act, and advise SuperCom in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and (including post-effective amendments amendments) and supplements to the such Registration Statement and the Prospectus prospectus or prospectus supplement used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Securities Act with respect to the distribution disposition of all of the Registrable Securities securities covered therebyby such Registration Statement;
(civ) provide copies in the case of each Registration Statement a proposed listing of the Ordinary Shares on the Hong Kong Stock Exchange, prepare and all file with the Hong Kong Stock Exchange such amendments and supplements thereto to SuperCom no fewer than four (4) days prior such Form A1 and the prospectus used in connection with such Form A1 as may be necessary to their filing comply with the SECprovisions of the Hong Kong Listing Rules, the Companies Ordinance of Hong Kong and the Securities and Futures Ordinance of Hong Kong;
(dv) furnish to SuperCom the Holders such number of copies of the applicable Offering Document and its legal counsel each such amendment and supplement thereto (iincluding in each case all exhibits) promptly after the same is prepared and publicly distributedof a prospectus, filed including a preliminary prospectus, in conformity with the SECrequirements of the Securities Act or the Hong Kong Listing Rules, or received by the Company (but not later than two (2) Business Days after Companies Ordinance of Hong Kong and the filing date, receipt date or sending dateSecurities and Futures Ordinance of Hong Kong, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom them that are covered by the related Registration Statementincluded in such registration;
(evi) in the case of a registration and offering pursuant to the Securities Act, otherwise use its reasonable best efforts to comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to the securities holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve (i12) prevent months after the issuance effective date of such Registration Statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any stop order or other suspension of effectiveness andapplicable regulations thereunder, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible momentincluding Rule 158;
(fvii) prior to any public offering of Registrable Securities, use reasonable best and diligent efforts to register or and qualify or cooperate with SuperCom and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities covered by such Offering Document under such other securities or blue sky Blue Sky laws of such jurisdictions as shall be reasonably requested by SuperCom the Holders, to keep such registration or qualification in effect for so long as the applicable Offering Document remains in effect, and do to take any and all other commercially reasonable acts or things action which may be reasonably necessary or advisable to enable such Holders to comply with applicable Law in consummating the distribution disposition in such jurisdictions of the Registrable Securities covered securities owned by the Registration Statementsuch Holders; provided, however, provided that the Company shall not be required in connection therewith solely as a result of such registration 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)business, (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) to file a general consent to service of process in any such jurisdictionstates or jurisdictions;
(gviii) use reasonable best efforts appoint a qualified independent underwriter, if necessary under the circumstances or if reasonably requested by the Holders more than fifty percent (50%) of the Registrable Securities in any Registration made pursuant to cause all the terms hereof;
(ix) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in the usual and customary form, with the managing underwriter(s) of such offering;
(x) in the case of a registration and offering pursuant to the Securities Act, promptly notify each Holder of Registrable Securities covered by a such 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) immediately notify SuperCom, at any time prior when a prospectus relating thereto is required to be delivered under the end Securities Act, of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of whichwhich the prospectus included in such Registration Statement or the prospectus supplement, the Prospectus as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which such statements were made, not misleading, and as promptly prepare, file with the SEC as practicable prepare and furnish to such holder Holders a reasonable number of copies of a supplement to or an amendment of such Prospectus prospectus or prospectus supplement as may be necessary so that that, as thereafter delivered to the purchasers of such Prospectus 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 not misleading therein, in the light of the circumstances then existing.under which such statements were made, not misleading;
(xi) furnish, at the request of any Holder requesting registration or sale of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the Offering Document with respect to such securities becomes effective,
(a) an opinion, dated as of 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 and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and
(b) 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, addressed to the underwriters, if any, and to-the Holders requesting registration of Registrable Securities.
(xii) in the case of a registration and offering pursuant to the Securities Act, use its reasonable best efforts to list such Registrable Securities on each stock or securities exchange on which any equity security of the Company is then listed, if such securities are already so listed, or, if the Company does not have a class of equity securities listed on a United States stock or securities exchange, apply for qualification and use its reasonable best efforts to qualify Registrable Securities being registered for inclusion on the National Market System/NASDAQ and thereafter to maintain such listing;
(xiii) at any time when a Holder provides notice to the Company that it intends to make a disposition of its Registrable Securities under a listing with The Stock Exchange of Singapore or the Hong Kong Stock Exchange, use all reasonable and diligent efforts to list the Ordinary Shares on the relevant stock or securities exchange and comply with all applicable securities or other laws of the relevant jurisdiction applicable to such jurisdiction and the rules and regulations of such stock or securities exchange, and furnish to the Holders such number of copies of prospectuses and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such Registration;
(xiv) in the case of a registration and offering pursuant to the Securities Act, make available to the appropriate representatives of the managing underwriter and selling Holders access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Company need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Company reasonably satisfactory to the Company;
(xv) in the case of a registration and offering pursuant to the Securities Act, 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, as declared by the SEC, of such registration;
(xvi) in the case of a registration and offering pursuant to the Securities Act, promptly advise each Holder holding Registrable Securities covered by such registration, (1) when the applicable Registration Statement is filed or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective, (2) of any request by the SEC for amendments or supplements to such Registration Statement or the prospectus included therein or for additional information, (3) of the issuance by the SEC of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose, and (4) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the registration or qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(xvii) in the case of a registration and offering pursuant to the Securities Act, after the Company shall receive notice or obtain knowledge of, of the issuance of any stop order by the SEC, promptly use its reasonable efforts to prevent the issuance of such stop order or to obtain its withdrawal if such stop order should be issued; and
(xviii) in the case of an offering and listing other than in Hong Kong or the United States, file the applicable Offering Documents and take such other comparable actions as set forth in this Section6.1 as are necessary in the applicable jurisdiction in connection with the offering.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Alibaba Group Holding LTD)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement Statement, in the reasonable opinion of counsel to the Purchasers, (A) may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (iiiII) 30 months following the date Company is in compliance with the Registration Statement covering all Registrable Securities was declared effective current public information requirement under Rule 144 (the “Effectiveness Period”), and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(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 current and effective for 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;
(c) provide copies of to and permit counsel designated by the Purchasers to review each Registration Statement Statement, including any related Prospectus, and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days Business Days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto;
(e) furnish to SuperCom the Purchasers and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Purchaser that are covered by the related Registration Statement;
(ef) use commercially 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;
(fg) cooperate with any broker-dealer through which a Purchaser 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 Purchaser;
(h) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Purchasers and its 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 SuperCom the Purchasers 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;
(gi) use commercially 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;
(hj) immediately notify SuperComthe Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(k) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers 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 Purchasers 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; 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); and
Appears in 2 contracts
Samples: Registration Rights Agreement (True Drinks Holdings, Inc.), Registration Rights Agreement (True Drinks Holdings, Inc.)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier earliest of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k)144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act, or and (iii) 30 months following the date fifth anniversary of the Registration Statement covering all Registrable Securities was declared effective Closing Date (the “Effectiveness Period”), and advise SuperCom the Investors promptly in writing when the Effectiveness Period has expired;
(b) use commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and the related Prospectus promptly after the receipt of any SEC comments to the Registration Statement and the Prospectus as may be necessary to keep the such Registration Statement effective for 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;
(c) provide copies of to and permit any counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom (but excluding any documents incorporated by reference in such Registration Statement, amendments or supplements that are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or any successor system)) no fewer than four three (43) days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom and its legal counsel each Investor whose Registrable Securities are included in any Registration Statement (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received if requested by the Company (but not later than two (2) Business Days after the filing dateInvestor, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related such Registration Statement;
(e) use commercially 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 practical moment;
(f) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom 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 commercially 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) immediately promptly notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; and make available to its security holders, as soon as reasonably practicable, 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; and
(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 the 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) six months after such 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 1934 Act; and (iii) furnish to 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 20-F, 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. Notwithstanding the foregoing, it is understood and agreed that a Registration Statement may expire pursuant to the rules and regulations of the SEC on the date that is three years following the date it is declared effective by the SEC and that in such case either prior to or promptly following such expiration time, the Company agrees to use commercially reasonable efforts to prepare, file and caused to be declared effective a replacement Registration Statement. It is agreed that the expiration of a Registration Statement pursuant to the rules and regulations of the SEC shall not represent a violation or breach of any of the Company’s obligations under this Agreement; provided that in such case the Company uses commercially reasonable efforts to file and caused to be declared effective a replacement Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Summit Therapeutics PLC), Securities Purchase Agreement (Summit Therapeutics PLC)
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use reasonable best efforts to cause each such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon until such time as the earlier of of: (i) the date on which all there are no longer Registrable Securities covered held by such Registration Statement as amended from time to timethe Purchaser, have been sold, or (ii) the date on which all Registrable Securities covered by such Registration Statement may can be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii144 without regard to the volume-of-sale limitations imposed under Rule 144(e) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Purchaser promptly in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and post-effective amendments to the such Registration Statement and the related Prospectus as may be necessary to keep the such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to the Purchaser and permit the Purchaser’s legal counsel to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four at least three (43) business days prior to in advance of their filing with the SEC; provided that the Company shall duly consider any comments received no later than two (2) business days prior to the filing of such Registration Statement, amendment or supplement, but shall not be required to accept any such comments to which it reasonably objects;
(d) furnish to SuperCom the Purchaser and its legal counsel (i) promptly immediately after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two twenty-four (224) Business Days hours 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), treatment or it reasonably believes would constitute material and non-public information) and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as SuperCom the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Purchaser 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 momentmoment and to notify the Purchaser of the issuance of such order and the resolution thereof;
(f) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify (unless an exemption from the registration or qualification exists) or cooperate with SuperCom the Purchaser and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky “Blue Sky” laws of such domestic jurisdictions as are reasonably requested by SuperCom the Purchaser and do any and all other commercially reasonable acts or things filings necessary or advisable to enable the a 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 jurisdictionjurisdictions;
(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) immediately promptly notify SuperComthe Purchaser, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and as promptly as reasonably possible prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing;
(i) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Purchaser 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, Purchaser is 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;
(j) 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 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) six (6) months after such 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 Purchaser upon request, as long as 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 Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration;
(k) if requested by an Purchaser, cooperate with such Purchaser to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to an effective Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and applicable law, of all restrictive legends, and to enable such certificates to be in such denominations and registered in such names as any such Purchaser may request.; and
Appears in 2 contracts
Samples: Registration Rights Agreement (Selecta Biosciences Inc), Registration Rights Agreement (Selecta Biosciences Inc)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possiblepracticable:
(a) use Use commercially reasonable best efforts to cause such the Registration Statement to become effective after 4:00 p.m. Eastern time (the date the Registration Statement is declared effective shall be referred to as the "Effective Date") and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement Statement, as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “"Effectiveness Period”), ") and advise SuperCom the Investor in writing when the Effectiveness Period has expired;
(b) prepare 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 effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide Provide copies of each to and permit counsel designated by the Investor, if any, in the selling securityholder questionnaire attached hereto as Exhibit B (the "Selling Securityholder Questionnaire") to review the Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) seven days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish Furnish to SuperCom the Investor and its legal counsel counsel, if any, designated in the Selling Securityholder Questionnaire (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) Business Days after the filing date, receipt date date, or sending date, as the case may be) one (1) copy of any the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Investor that are covered by the related Registration Statement;
(e) use Use commercially 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 Prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investor and its counsel legal counsel, if any, designated in the Selling Securityholder Questionnaire 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 SuperCom the Investor 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 StatementSecurities; 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(f4(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f4(f), or (iii) file a general consent to service of process in any such jurisdiction;
(g) use Use commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system system, or other market on which similar securities issued by the Company are then listed;
(h) immediately Immediately notify SuperComthe Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC SEC, and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 prior to 9:30 a.m. Eastern time on the Trading Day immediately following the Effective Date, promptly inform the Investors 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 Investor is 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; 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 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder. For the purpose of this subsection 4(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 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 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 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Good Times Restaurants Inc), Registration Rights Agreement (Good Times Restaurants Inc)
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use reasonable best efforts to cause such Resale Registration Statement to become effective and to remain continuously effective for a period that will terminate upon on the earlier of of: (i1) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, time have been sold, (ii2) the date on which all no Registrable Securities covered are held by such Registration Statement may be sold by non-Affiliates any Investor and (3) the date that is six months after the expiration of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective Warrant (the “Effectiveness Period”), ) and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Resale Registration Statement and the Prospectus as may be necessary to keep the Resale Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit counsel designated by the Investors a reasonable opportunity to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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 SuperCom the Investors and its 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 SuperCom 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
i) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Investors 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 Investors 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; and make available to its security holders, at their request, 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 Securities Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter after the 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).
Appears in 2 contracts
Samples: Registration Rights Agreement (Mill Road Capital, L.P.), Senior Subordinated Note Purchase and Security Agreement (Physicians Formula Holdings, Inc.)
Company Obligations. The Company will use reasonable best efforts shall offer shares of Common Stock held by Stockholder for sale pursuant to effect the registration of the Registrable Securities in accordance with the terms hereofOffering, and pursuant thereto in connection therewith, the Company will, as expeditiously as possibleshall:
(a) promptly, but in no event later than the date of this Agreement, file a registration statement on Form S-3 with the Commission (the "Registration Statement") that will include a prospectus (the "Prospectus") that will provide for the sale of up to 28,000,000 shares of Common Stock owned by the Stockholder;
(b) use reasonable its best efforts to cause the Registration Statement to be declared effective by the Commission as soon as practicable and maintain the effectiveness of such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon ending May 21, 1999 or, if earlier, until the earlier shares of (i) the date on which all Registrable Securities Common Stock covered by such Registration Statement as amended from time to time, have all been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act ; and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and use its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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 SuperCom and its counsel in connection with the registration or qualification shares of Common Stock covered by such Registrable Securities for offer and sale Registration Statement under the such other securities or blue sky laws of such jurisdictions requested by SuperCom and do any and all other commercially reasonable acts or things necessary or advisable to enable jurisdiction within the United States as shall be reasonably appropriate for the distribution in such jurisdictions of the Registrable Securities shares of Common Stock covered by the Registration Statement;
(c) upon the occurrence of any event that would cause the Registration Statement or the Prospectus contained therein (i) to contain a material misstatement or omission, or (ii) not to be effective and usable for resale of shares of Common Stock during the period required by this Agreement, the Company will file promptly an appropriate amendment to such Registration Statement, in the case of (c)(i), correcting any such misstatement of omission, and, in the case of either (c)(i) or (c)(ii), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;
(d) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the 1933 Act in a timely manner;
(e) make available at reasonable times for inspection by Stockholder, the Underwriters, and any attorney or accountant retained by the Underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers, trustees, directors, managers and employees to supply all information in each case reasonably requested by Stockholder, any Underwriter, attorney or accountant in connection with the Registration Statement subsequent to the filing thereof and prior to its effectiveness or in connection with any amendment or supplement thereto (including the filing of any document that is to be incorporated by reference into the Registration Statement); provided, however, that the Company all information disclosed to Stockholder, any Underwriter, attorney or accountant shall not be required in connection therewith or as a condition thereto to kept confidential by such person, unless (i) qualify disclosure of such information is required by court or administrative order or is necessary to do business in any jurisdiction where it would not otherwise be required respond to qualify but for this Section 3(f)inquiries of regulatory authorities, (ii) subject itself disclosure of such information is required by law (including any disclosure requirements pursuant to general taxation federal securities law in any jurisdiction where it would not otherwise be so subject but for this Section 3(fconnection with the filing of the Registration Statement or the use of the Prospectus), or (iii) file such information becomes generally available to the public other than as a general consent result of a disclosure or failure to service safeguard by such person or (iv) such information becomes available to such person from a source other than the Company and to the knowledge of process such person, such source is not bound by a confidentiality agreement;
(f) promptly incorporate in any the Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such jurisdictioninformation as may be reasonably requested by Stockholder or the Underwriters;
(g) use reasonable best efforts to cause furnish Stockholder copies of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all Registrable Securities covered documents incorporated by a Registration Statement to be listed on each securities exchangereference therein, interdealer quotation system or other market on which similar securities issued if any, and all exhibits (including exhibits incorporated therein by the Company are then listedreference, if any);
(h) immediately notify SuperCom, cause opinions and certificates to be prepared and delivered as are customarily delivered by the Company to underwriters in primary offerings,
(i) agree to make available members of its senior management from time to time upon reasonable notice at any time such place and times as shall be reasonably requested for the purpose of conducting "roadshow" type presentations or one-on-one meetings with potential purchasers of the Common Stock;
(j) facilitate the timely preparation and delivery of certificates representing the Common Stock to be sold; and enable such shares to be in such denominations and registered in such names as the Underwriters may request at least two business days prior to any resale made by the end of the Effectiveness Period, upon discovery that, or upon the happening of Underwriters; and
(k) cooperate and assist in any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact filings required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file made with the SEC NASD and furnish to such holder a reasonable number in the performance of copies of a supplement to or an amendment of such Prospectus as may be necessary so any due diligence investigation by any Underwriter that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact is required to be stated therein or necessary to make retained in accordance with the statements therein not misleading in light rules and regulations of the circumstances then existingNASD.; and
Appears in 1 contract
Samples: Stock Purchase and Registration Rights Agreement (Engelhard Corp)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), 144; or (iii) 30 months following one year from the date the Registration Statement covering all Registrable Securities was declared effective of this Agreement (the “Effectiveness Period”), ) and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which such Investor reasonably objects;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statement;
(e) use commercially 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;
(fe) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom and its counsel the Investors in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such U.S. jurisdictions requested by SuperCom the Investors and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such U.S. 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 U.S. 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;
(gf) use commercially 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;
(hg) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; 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); and
(i) 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 such date as all of the Registrable Securities shall have been resold pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in which the transferee receives freely tradable shares; (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 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-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. In the event that the Company fails to comply with the requirements of this Section 3(i) after the 180th day after the Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof until such failure is cured; provided, however, that only Investors that have not sold or otherwise disposed of all of their Registrable Securities prior to such failure shall be entitled to receive liquidated damages pursuant to this Section 3(i). Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day period.
Appears in 1 contract
Company Obligations. The Company will use its commercially reasonable best efforts to effect the registration of the Registrable Securities Underlying Shares in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(ai) use its commercially reasonable best efforts to cause such the Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all and usable until such time as Underlying Shares are no longer any “Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective Securities” (the “Effectiveness Period”). The Underlying Shares shall cease to be “Registrable Securities” when (i) such Underlying Shares are sold or otherwise transferred pursuant to an effective registration statement under the Securities Act, and advise SuperCom (ii) such Underlying Shares shall have ceased to be outstanding or are repurchased by the Company or any Subsidiary of the Company, (iii) such Underlying Shares have been transferred in writing when a transaction in which the Effectiveness Period has expiredInvestor’s rights under this Agreement are not assigned to the transferee of the securities or (iv) such Underlying Shares are sold in a broker’s transaction under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met;
(bii) prepare and file with the SEC such amendments and post-effective amendments and supplements to the Registration Statement and the Prospectus accompanying prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and or file one or more additional registration statement for an offering to comply with the provisions be made on a delayed or continuous basis pursuant to Rule 415 of the 1933 Securities Act and registering the 1934 Act with respect resale from time to time by the distribution Investors thereof of all Underlying Shares that are Registrable Securities as of the Registrable time of such filing (the “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to (a) cause such Subsequent Shelf Registration Statement to become effective under the Securities covered therebyAct as promptly as reasonably practicable after the filing thereof and (b) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the Effectiveness Period;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statement;
(eiii) use its commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, and (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible momentmoment and notify the Investors of the issuance of any such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding for such purpose;
(fiv) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with SuperCom and its 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 SuperCom and do any and take all other commercially reasonable acts or things actions necessary or advisable to enable expedite and facilitate disposition by the distribution in such jurisdictions Investor of the Registrable Securities covered by Underlying Shares pursuant to 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;and
(gv) use reasonable best efforts to cause pay 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 Expenses incurred by the Company are then listed;
(h) immediately notify SuperComin connection with any registration provided for by this Section 6. For purposes hereof, at any time prior to “Registration Expenses” means all expenses incurred by the end Company in complying with its obligations under this Section 6, including all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of the Effectiveness Periodcounsel and accountants, upon discovery thatfees and expenses in connection with complying with state securities or “blue sky” laws, or upon the happening FINRA fees, fees of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existingtransfer agents and registrars, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existingtransfer taxes.; and
Appears in 1 contract
Samples: Securities Purchase Agreement (SKYX Platforms Corp.)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been soldsold or otherwise disposed of pursuant to the Registration Statement or in a transaction in which the transferee receives freely tradable shares, (ii) the date on which all the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions no longer constitute “Registrable Securities” pursuant to Rule 144(k)the definition thereof, or and (iii) 30 months following the third anniversary of the closing date of the Registration Statement covering all Registrable Securities was declared effective Purchase Agreement (the “Effectiveness Period”), ) and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit each Investor’s respective designated counsel to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECCommission and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their respective legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SECCommission, or received by the Company (but not later than two (2) Business 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 and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC Commission or the staff of the SECCommission, and each item of correspondence from the SEC Commission or the staff of the SECCommission, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom the Investors may reasonably request in order to facilitate the disposition of the Registrable Securities respectively owned by SuperCom the Investors that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its their respective 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC Commission and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act; and
(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 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 pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in which the transferee receives freely tradable shares; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to an 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 Commission that permits the selling of any such Registrable Securities without registration.
Appears in 1 contract
Company Obligations. The Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use its reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (ix) the date on which when all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, or (iiy) the date on which with respect to Hampshire, such time as all Registrable Securities covered held by such Registration Statement Hampshire may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “"Effectiveness Period”"), and advise SuperCom in writing when the Effectiveness Period has expired;
(bi) prepare and file with the SEC such amendments and post-effective amendments supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective with respect to all Registrable Securities for the Effectiveness Period 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; (iii) respond as promptly as possible, and in no event later than fifteen (15) Business Days to the first set of comments and ten (10) Business Days to each set of comments thereafter received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably possible provide Hampshire true and complete copies of all correspondence from and to the SEC relating to the Registration Statement; and (iv) comply in all material respects with the provisions of the 1933 Securities Act and the 1934 Act with respect to the distribution disposition of all Registrable Securities covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by Hampshire thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented;
(c) notify Hampshire of Registrable Securities to be sold as promptly as possible (i) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed (but in no event in the case of this subparagraph (i), less than five (5) Business Days prior to date of such filing); (ii) 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 (iii) with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and after the effectiveness thereof: (A) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (B) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities covered thereby;
or the initiation of any suit, action or proceeding for that purpose; (cC) provide copies of each 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 suit, action or proceeding for such purpose; and (D) if the financial statements included in the Registration Statement become ineligible for inclusion therein or of the occurrence of any event that makes any statement made 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 of a 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 misleading. Without limitation to any remedies to which Hampshire may be entitled under this Agreement, if any of the events described in Section 3(c)(iii)(A), 3(c)(iii)(B) and all amendments 3(c)(iii)(C) occur, the Company shall use its best efforts to respond to and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with correct the SECevent;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) Hampshire such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as SuperCom Hampshire may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration StatementHampshire;
(e) if requested by Hampshire, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(f) in the event the Company selects an underwriter for the public offering, the Company shall enter into and perform its reasonable obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter of such offering;
(g) if required by the underwriter, the Company shall furnish, on the effective date of the Registration Statement (i) an opinion, dated as of such date, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the underwriter and (ii) 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 underwriter;
(h) use its 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 momentmoment 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 time;
(fi) prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with SuperCom Hampshire and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the state securities or blue sky Blue Sky laws of such jurisdictions reasonably requested by SuperCom Hampshire 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, howeverthat, that the Company shall not for any purpose be required in connection therewith or as a condition thereto to (i) qualify to do business as a foreign corporation in any jurisdiction where wherein it would is 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), qualified or (iii) file execute a general consent to service of process in any such jurisdiction;
(gj) use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system system, market or other market over-the-counter bulletin board on which similar securities issued by the Company are then listedlisted or, if no such listing then exists, as reasonably determined by the Company;
(hk) immediately notify SuperCom, at any time prior to following the end of the Effectiveness Period, upon discovery that, or upon the happening occurrence of any event contemplated by Section 3(c)(iii)(D), as promptly as possible, prepare a result of whichsupplement or amendment, including a post-effective amendment, to the Prospectus includes an untrue statement of a material fact Registration Statement or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to the related Prospectus or an amendment of any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus as may be necessary so that such Prospectus shall not include will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing.under which they were made, not misleading;
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the 1934 Act and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; andand 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 Securities Act (for the purpose of this subsection 3(l), "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);
Appears in 1 contract
Company Obligations. The Company will use commercially reasonable best -------------------- efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “"Effectiveness Period”), ") and advise SuperCom Lumbermens in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by Lumbermens to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom Lumbermens and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom Lumbermens may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom Lumbermens that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom Lumbermens and its 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 SuperCom Lumbermens 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 commercially 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) immediately notify SuperComLumbermens, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform Lumbermens 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, Lumbermens is 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; 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
Appears in 1 contract
Samples: Registration Rights Agreement (Charys Holding Co Inc)
Company Obligations. The Company will use reasonable its best efforts to effect the registration of the Registrable Securities and Additional Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use reasonable its best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period (the "Registration Period") that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, or Additional Registrable Securities have been sold, sold (and the Note and the Warrants no longer remain outstanding) and (ii) the date on which all Registrable Securities covered by such Registration Statement or Additional Registrable Securities, as the case may be, may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following promulgated under the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired1933 Act;
(b) prepare and file with the SEC such amendments and amendments, post-effective amendments and prospectus supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period 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 Registrable Securities and Additional Registrable Securities; provided that, at a time reasonably prior to the filing of a Registration Statement or Prospectus, or any amendments or supplements thereto, the Company will furnish to the Holder copies of all documents proposed to be filed, which documents will be subject to the comments of the Registrable Securities covered therebyHolder provided reasonably promptly after receipt of such documents;
(c) provide copies of permit counsel designated by the Holder to review each Registration Statement and Prospectus and all amendments and supplements thereto to SuperCom no fewer than four (4) days Business Days (or as many Business Days as possible if SEC rules do not allow such time for such review) prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Holder and its 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) Business Days after the filing dateCompany, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom the Holder may reasonably request in order to facilitate the disposition of the Registrable Securities and Additional Registrable Securities owned by SuperCom that are covered by the related Registration StatementHolder;
(e) use reasonable best efforts in the event the Holder selects an underwriter for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter of such offering;
(f) if the Holder is described in the Registration Statement as an underwriter, the Company shall furnish, on the effective date of the Registration Statement and at periodic intervals thereafter from time to time on request, (i) an opinion, dated as of such date, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Holder and (ii) 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 Holder;
(g) to 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;
(fh) furnish to the Holder at least five copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules by air mail or reputable courier within three (3) Business Days after the effective date thereof;
(i) prior to any public offering of Registrable Securities or Additional Registrable Securities, use reasonable its best efforts to register or qualify or cooperate with SuperCom the Holder and its counsel in connection with the registration or qualification of such the Registrable Securities or Additional Registrable Securities, as applicable, for offer and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom the Holder 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 or Additional 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;
(gj) use reasonable best efforts to cause all Registrable Securities or Additional 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;
(hk) cooperate with the 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 Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the Holder may request;
(l) immediately notify SuperCom, the Holder at any time prior when a Prospectus relating to the end of Registrable Securities or Additional Registrable Securities is required to be delivered under the Effectiveness Period1933 Act, upon discovery that, or upon 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 any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which made, not misleading, and at the request of any such holder, promptly prepare, file with the SEC prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that that, as thereafter delivered to the purchasers of such Registrable Securities or Additional Registrable Securities, as applicable, 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 misleading in the light of the circumstances then existing.; and
(m) otherwise to comply with all applicable rules and regulations of the 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 and Additional Registrable Securities, if applicable, hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date, an earnings statement covering a period of at least twelve 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 (for the purpose of this subsection 3(m), "Availability Date" means the 45th day following the end of the fourth fiscal quarter following the 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).
Appears in 1 contract
Company Obligations. The Subject to the provisions of Sections 2(c)(ii) and 2(d) above, the Company will use commercially reasonable best efforts during the Effectiveness Period (as defined below) to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possiblecommercially reasonable during the Effectiveness Period:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k144 (or any successor or additional rule), or (iii) 30 months following the one year anniversary date of the Registration Statement covering all Registrable Securities was declared effective Closing Date (the “Anniversary Date”), at such time that an Early Termination Event under Section 11 of the Warrant has occurred, whether prior to, on, or after such Anniversary Date and (iv) consummation of a Reorganization (collectively, the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statement;
(e) use commercially 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 SuperCom and its counsel in connection with the registration Registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom the Majority Purchasers 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(f3(c), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f3(c), or (iii) file a general consent to service of process in any such jurisdiction;
(gd) use commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each U.S. securities exchange, interdealer quotation system or other market in the U.S. on which similar securities issued by the Company are then listed;
(he) immediately notify SuperComuse commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers in writing if, at any time prior to the end of during the Effectiveness Period, upon discovery thatthe Company does not satisfy the conditions specified in Rule 172 and, or upon the happening of any event as a result of whichthereof, the Prospectus includes an untrue statement of a material fact or omits to state any material fact Purchasers are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be stated therein or reasonably necessary to make facilitate the statements therein not misleading in light registration of the circumstances then existingRegistrable Securities hereunder; and
(f) unless waived in writing by the Majority Purchasers, with a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule), the Company covenants and promptly prepareagrees that until the earlier to occur of (x) the Shares and Warrant Shares are no longer Registrable Securities or (y) until the Effectiveness Period has terminated to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 while the Company is subject to the reporting requirements of the 1934 Act or 1933 Act, until the earlier of (A) six months after such 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; and (ii) file with the SEC in a timely manner all reports and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact other documents required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.; andCompany under the 1934 Act so long as the Company is required under SEC rules and regulations to file reports under the 1934 Act..
Appears in 1 contract
Company Obligations. The If and whenever the Company will is required to use its commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereofhereof (and presuming that the Registration Statement is not withdrawn or terminated as provided herein), and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may would no longer be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k)denied Registrable Securities, or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), "EFFECTIVENESS PERIOD") and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(b) use commercially reasonable efforts to 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 effective for 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;
(c) provide copies of to and permit counsel appointed by the Required Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its legal their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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 listedlisted or proposal to be listed pursuant to the Registration Statement;
(h) immediately notify SuperCom, at any time prior to the end of the Effectiveness Period, Investor upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; 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).
Appears in 1 contract
Samples: Registration Rights Agreement (New Era Marketing Inc)
Company Obligations. The Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use its reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (ix) the date on which when all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, or (iiy) the date on which with respect to Hampshire, such time as all Registrable Securities covered held by such Registration Statement Hampshire may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(bi) prepare and file with the SEC such amendments and post-effective amendments supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective with respect to all Registrable Securities for the Effectiveness Period 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; (iii) respond as promptly as possible, and in no event later than fifteen (15) Business Days to the first set of comments and ten (10) Business Days to each set of comments thereafter received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably possible provide Hampshire true and complete copies of all correspondence from and to the SEC relating to the Registration Statement; and (iv) comply in all material respects with the provisions of the 1933 Securities Act and the 1934 Act with respect to the distribution disposition of all Registrable Securities covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by Hampshire thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented;
(c) notify Hampshire of Registrable Securities to be sold as promptly as possible (i) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed (but in no event in the case of this subparagraph (i), less than five (5) Business Days prior to date of such filing); (ii) 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 (iii) with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and after the effectiveness thereof: (A) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (B) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities covered thereby;
or the initiation of any suit, action or proceeding for that purpose; (cC) provide copies of each 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 suit, action or proceeding for such purpose; and (D) if the financial statements included in the Registration Statement become ineligible for inclusion therein or of the occurrence of any event that makes any statement made 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 of a 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 misleading. Without limitation to any remedies to which Hampshire may be entitled under this Agreement, if any of the events described in Section 3(c)(iii)(A), 3(c)(iii)(B) and all amendments 3(c)(iii)(C) occur, the Company shall use its best efforts to respond to and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with correct the SECevent;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) Hampshire such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as SuperCom Hampshire may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration StatementHampshire;
(e) if requested by Hampshire, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(f) in the event the Company selects an underwriter for the public offering, the Company shall enter into and perform its reasonable obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter of such offering;
(g) if required by the underwriter, the Company shall furnish, on the effective date of the Registration Statement (i) an opinion, dated as of such date, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the underwriter and (ii) 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 underwriter;
(h) use its 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 momentmoment 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 time;
(fi) prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with SuperCom Hampshire and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the state securities or blue sky Blue Sky laws of such jurisdictions reasonably requested by SuperCom Hampshire 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, howeverthat, that the Company shall not for any purpose be required in connection therewith or as a condition thereto to (i) qualify to do business as a foreign corporation in any jurisdiction where wherein it would is 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), qualified or (iii) file execute a general consent to service of process in any such jurisdiction;
(gj) use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system system, market or other market over-the-counter bulletin board on which similar securities issued by the Company are then listedlisted or, if no such listing then exists, as reasonably determined by the Company;
(hk) immediately notify SuperCom, at any time prior to following the end of the Effectiveness Period, upon discovery that, or upon the happening occurrence of any event contemplated by Section 3(c)(iii)(D), as promptly as possible, prepare a result of whichsupplement or amendment, including a post-effective amendment, to the Prospectus includes an untrue statement of a material fact Registration Statement or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to the related Prospectus or an amendment of any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus as may be necessary so that such Prospectus shall not include will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing.under which they were made, not misleading;
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the 1934 Act and 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 Securities Act (for the purpose of this subsection 3(l), “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);
(m) 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 provide the transfer agent with printed certificates for Registrable Securities in a form eligible for deposit with The Depositary Trust Company; and
(n) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of the NASD).
Appears in 1 contract
Company Obligations. The Company will shall use reasonable its best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:,
(a) use reasonable its best efforts to cause such the Registration Statement to become effective and to remain continuously effective for a period (the "Effectiveness Period") that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such the Registration Statement Statement, as amended from time to time, have been sold, sold and (ii) the date on which all Registrable Securities covered by such Registration Statement the Settlement Shares may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such the amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period 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 therebySecurities;
(ci) provide copies to and permit a single counsel designated by the Investor holding the largest amount of each Registrable Securities (which shall be Jenkens & Gilchrist unless the Compaxx xx xxxerwise notified) to review the initial Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days Business Days prior to their the filing of the initial Registration Statement with the SEC;SEC and (ii) provide to that single counsel copies of all post-effective amendments and supplements to the Registration Statement.
(d) furnish to SuperCom the Investors and its their legal counsel (which may be by email or portable document format (PDF) file) (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) Business 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, thereto and each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), thereto and (ii) such the reasonably requested number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statementthereto;
(e) in the event the Company selects an underwriter for the offering, the Company shall enter into and perform its reasonable obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter of the offering;
(f) use its commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, and (ii) if such an order is issued, obtain the withdrawal of any such the order at the earliest possible moment;
(fg) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its their counsel in connection with the registration or qualification of such the Registrable Securities for offer and sale under the securities or blue sky laws of such the jurisdictions requested by SuperCom the Investors and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such those jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall is 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(f3(g), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f3(g), or (iii) file a general consent to service of process in any such jurisdiction;
(gh) use reasonable best efforts to cause if applicable, list 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;
(hi) immediately notify SuperComthe Investors, at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of the Effectiveness Period1933 Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any Investor, promptly prepare, file with the SEC prepare and furnish to such holder that Investor a reasonable number of copies of a supplement to or an amendment of such the Prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, that such Prospectus shall does 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 Registration Statement not misleading in light of the circumstances then existing.;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act and take other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and
(k) 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 the date that all of the Settlement Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) the date that 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 each Investor upon request, as long as that 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-K or Quarterly Report on Form 10-Q, and (C) 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 those Registrable Securities without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Altair Nanotechnologies Inc)
Company Obligations. The At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2, the Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective pursuant to the terms of Section 2 hereof, and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the third anniversary of the effectiveness of the Registration Statement, or (iii) the date on as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SEC;
(d) furnish to SuperCom the Investors and its their 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) Business Days after the filing date, receipt date or sending date, as the case may casemay be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter eachletter 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; ;
(i) otherwise comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Investors in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditionsspecified in Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be
Appears in 1 contract
Samples: Stock Purchase Agreement (Threshold Pharmaceuticals Inc)
Company Obligations. The Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities, respond as promptly as practicable to any comments received from the SEC or the SEC Staff, and each of the Lenders shall have the opportunity to object to any information pertaining to itself that is contained therein and the Company will make the corrections reasonably requested by such Lender with respect to such information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;
(b) use reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all sold or otherwise cease to be Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Lenders in writing when the Effectiveness Period has expired;
(bc) 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 effective for the Effectiveness Period period specified in Section 3(b) 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;
(cd) provide copies of to and permit Counsel to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer less than four five (45) days Business Days prior to their filing with the SECSEC and in good faith consider incorporating into such Registration Statement, amendment or supplement any comments of such Counsel received by the Company within three (3) Business Days of furnishing such copy;
(de) furnish to SuperCom the Lenders and its legal counsel their 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) Business 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 and final Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SECSEC Staff, and each item of correspondence from the SEC or the staff of the SECSEC Staff, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 prospectusProspectus, and all amendments and supplements thereto and such other documents as SuperCom each Lender may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Lender that are covered by the related Registration Statement;
(ef) use reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness (other than any Allowed Delay) and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;
(fg) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with SuperCom the Lenders and its counsel 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 reasonably requested by SuperCom the Lenders 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(f3(g), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f3(g), or (iii) file a general consent to service of process in any such jurisdiction;
(gh) 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;
(hi) immediately notify SuperComthe Lenders, at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of the Effectiveness Period1933 Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder Lender a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 not misleading in light of the circumstances then existing.;
(j) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act;
(k) if during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock or other securities, as applicable, then registered in the Registration Statement, the Company shall promptly file an additional Registration Statement covering the resale by the Lenders of not less than the number of such Registrable Securities; and
(l) with a view to making available to the Lenders the benefits of Rule 144 promulgated under the 1933 Act (“Rule 144”) (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Lenders to sell securities of the Company, including the Registrable Securities, to the public without registration, the Company covenants that it will (i) if it is subject to the reporting requirement of 13 or 15(d) of the 1934 Act, file in a timely manner all reports and other documents required, if any, to be filed by it under the 1933 Act and the 1934 Act and the rules and regulations adopted thereunder or (ii) if it is not subject to the reporting requirement of 13 or 15(d) of the 1934 Act, make available information necessary to comply with Section 4(a)(7) of the 1933 Act and Rule 144, if available, with respect to resales of the Registrable Securities under the 1933 Act, at all times, all to the extent required from time to time to enable such Lender to sell Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Section 4(a)(7) of the 1933 Act and Rule 144 promulgated under the 1933 Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the reasonable request of any Lender of Registrable Securities, the Company will deliver to such Lender a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.
Appears in 1 contract
Company Obligations. The Company will use all reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:possible (but subject to Section 2(e)(ii)):
(a) use all reasonable best efforts to cause such Registration Statement to become effective and and, to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, ; and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions limitations pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(bi) prepare and file with the SEC such amendments and post-effective amendments to the such Registration Statement and the Prospectus as may be necessary to keep the such Registration Statement effective for the Effectiveness Period 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; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such Registration Statement or any amendment thereto and, as promptly as reasonably practicable, upon request, provide the Purchasers true and complete copies of all correspondence from and to the SEC relating to such Registration Statement; and (iv) comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered therebyby such Registration Statement;
(c) provide copies of each Registration Statement and Use all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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;
(fd) prior to any public offering resale of Registrable Securities, use all reasonable best efforts to register or qualify or cooperate with SuperCom the Holders and its 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 SuperCom the Holders 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(f3(d), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), 3(d) or (iii) file a general consent to service of process in any such jurisdiction;
(ge) use all 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 (including the OTC-BB) on which similar securities issued by the Company are then listedlisted or traded;
(hf) immediately promptly notify SuperComthe Purchasers and/or the applicable Affiliated Holder, at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of Securities Act (including during any period when the Effectiveness PeriodCompany is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC pursuant to Rule 172 and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(g) promptly notify the Purchasers and/or the applicable Affiliated Holder (i) of any request by the SEC or any other Federal or state governmental authority during the period of effectiveness of each Registration Statement for amendments or supplements to such Registration Statement or Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority 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; (iii) 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; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein;
(h) with a view to making available to the Purchasers and the Affiliated Holder 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 or the Affiliated Holder 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 with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act (whether or not such reports and other documents are required to be filed under the Exchange Act); and (iii) furnish to each Purchaser and Affiliated Holder upon request, as long as such Purchaser or Affiliated Holder owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act and (B) such other information as may be reasonably requested in order to avail such Purchaser or Affiliated Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and
(i) the Company represents and warrants that (A) since December 31, 2008 through the date of this Agreement, it has filed with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act and (B) neither the Company nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal year for which certified financial statements of the Company and its consolidated subsidiary were included in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act through the date of this Agreement: (1) failed to pay any dividend or sinking fund installment on preferred stock; or (2) defaulted (x) on any installment or installments on indebtedness for borrowed money, or (y) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the Company and its consolidated and unconsolidated subsidiaries, taken as a whole.
Appears in 1 contract
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use reasonable best efforts to cause each such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon until such time as the earlier of of: (i) the date on which all there are no longer Registrable Securities covered held by such Registration Statement as amended from time to timethe Purchasers, have been sold, or (ii) the date on which all Registrable Securities covered by such Registration Statement may can be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii144 without regard to the volume-of-sale limitations imposed under Rule 144(e) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom each Purchaser promptly in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and post-effective amendments to the such Registration Statement and the related Prospectus as may be necessary to keep the such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to each Purchaser and permit the Purchaser’s legal counsel to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four at least three (43) business days prior to in advance of their filing with the SEC;
(d) furnish to SuperCom and its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by ; provided that the Company (but not shall duly consider any comments received no later than two (2) Business Days after business days prior to the filing dateof such Registration Statement, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement theretosupplement, and each letter written by or on behalf of the Company but shall not be required 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 accept any such comments to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may it reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statementobjects;
(ed) 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 momentmoment and to notify each Purchaser of the issuance of such order and the resolution thereof;
(fe) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify (unless an exemption from the registration or qualification exists) or cooperate with SuperCom the Purchasers and its their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky “Blue Sky” laws of such domestic jurisdictions as are reasonably requested by SuperCom the respective Purchasers and do any and all other commercially reasonable acts or things filings necessary or advisable to enable the a 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), clause or (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f)clause, or (iii) file a general consent to service of process in any such jurisdictionjurisdictions;
(gf) 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;
(hg) immediately notify SuperComotherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Purchasers in writing if, at any time prior to the end of during the Effectiveness Period, upon discovery thatthe Company does not satisfy the conditions specified in Rule 172 and, or upon the happening of any event as a result thereof, Purchaser is required to deliver a Prospectus in connection with any disposition of whichRegistrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder;
(h) 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 a Purchaser to sell shares of Common Stock to the public without registration, the Prospectus includes an untrue statement 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 material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light (A) six (6) months after such date as all of the circumstances then existing, and promptly prepare, 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 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 holder a reasonable number of copies of a supplement to or an amendment of such Prospectus other information as may be necessary so reasonably requested in order to avail Purchaser of any rule or regulation of the SEC that permits the selling of any such Prospectus shall not include an untrue statement Registrable Securities without registration;
(i) if requested by a Purchaser, cooperate with such Purchaser to facilitate the timely preparation and delivery of a material fact or omit to state a material fact required certificates representing Registrable Securities to be stated therein or necessary delivered to make a transferee pursuant to an effective Registration Statement, which certificates shall be free, to the statements therein not misleading extent permitted by the Purchase Agreement and applicable law, of all restrictive legends, and to enable such certificates to be in light of the circumstances then existingsuch denominations and registered in such names as any such Purchaser may request.; and
Appears in 1 contract
Samples: Stock Purchase Agreement (Lifecore Biomedical, Inc. \De\)
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all there are no longer any Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), outstanding or (iii) 30 months following one year from the date the Registration Statement covering all Registrable Securities was declared effective hereof (the “Effectiveness Period”), ) and advise SuperCom the Investor in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by the Investor to review and comment on each Registration Statement and all amendments and supplements thereto to SuperCom as far in advance as reasonably practicable but no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which the Investor’s counsel reasonably objects;
(d) furnish to SuperCom the Investor and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investor, underwriters and its 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 SuperCom the Investor 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 commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on Nasdaq or each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;
(h) immediately notify SuperComthe Investor and each underwriter, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) upon request, furnish to the Investor copies of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;
(j) 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;
(k) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act (if applicable), file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act in order to ensure that it shall 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 light of the circumstances under which they were made, not misleading, promptly inform the Investor 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 Investor is 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; andand 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);
Appears in 1 contract
Samples: Registration Rights Agreement (Response Genetics Inc)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto (other than amendments and supplements occurring solely as a result of the incorporation by reference of a filing made pursuant to SuperCom the 1934 Act) no fewer than four three (43) days Business Days prior to their filing with the SECthx XXX xxd not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; 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); and
(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 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 1934 Act; and (iii) furnish to 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-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.
Appears in 1 contract
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) with respect to each Investor, the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period 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 of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four five (45) days Business Days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects. An objection shall be deemed to be reasonable only if the Investor reasonably believes such Registration Statement, amendments or supplements contains (X) an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the 1933 Act or the rules promulgated thereunder or (Y) contains an untrue statement of fact regarding such Investor or omit to state any fact necessary to make the statement regarding such Investor therein not misleading, and the Investor provides written notice of such statement necessary to make the statements therein not misleading or non-compliant;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) in the event the Company selects an underwriter for the offering, the Company shall enter into and perform its reasonable obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter of such offering;
(f) if required by the 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, (i) in the case of an underwritten offering, an opinion, dated as of the closing date of the sale of Registrable Securities to the underwriters, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the underwriters participating in such underwritten offering, 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;
(g) use commercially 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;
(fh) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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(f3(h), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f3(h), or (iii) file a general consent to service of process in any such jurisdiction;
(gi) use commercially 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;
(hj) immediately notify SuperComthe Investors, at any time prior during the period referred to the end of the Effectiveness Periodin Section 3(a), upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 not misleading in light of the circumstances then existing.;
(k) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the 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(k), “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); any earnings statement conforming to the requirements of this Section 3(k) and publicly available on the Company’s website for a period of at least twelve (12) months or publicly available on XXXXX shall be deemed available for the purposes of this Section 3(k); and
(l) 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; and (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 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-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.
Appears in 1 contract
Samples: Registration Rights Agreement (Click2learn Inc/De/)
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all there are no longer any Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), outstanding or (iii) 30 months following three years from the date the Registration Statement covering all Registrable Securities was declared effective hereof (the “Effectiveness Period”), ) and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by the Investors to review and comment on each Registration Statement and all amendments and supplements thereto to SuperCom as far in advance as reasonably practicable but no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which Investor Counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors, underwriters and its 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 SuperCom 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 commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on The Nasdaq Capital Market or each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;
(h) immediately notify SuperComthe Investor and each underwriter, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) upon request, furnish to the Investors copies of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;
(j) 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;
(k) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act (if applicable), file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act in order to ensure that it shall 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 light of the circumstances under which they were made, not misleading, promptly inform the Investors 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 Investors 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; 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).
(l) 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 sold without restriction by the holders thereof pursuant to Rule 144 without regard to any volume limitation or current information requirements thereunder 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 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-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.
(m) take such other actions as are reasonably requested by the Investor in order to expedite or facilitate the disposition of such Registrable Securities
Appears in 1 contract
Samples: Registration Rights Agreement (Response Genetics Inc)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and (x) advise SuperCom the Investors in writing when the Effectiveness Period has expired, and (y) provide the Investors with a copy of the opinion of counsel to the Company to the Transfer Agent and instructions from the Company to the Transfer Agent to remove the re-sale restrictions imposed by the 1933 Act from the Registrable Securities, both of which will be irrevocable;
(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 effective for 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;
(c) provide copies of to counsel designated by the Investors and permit such counsel to review and provide comments on each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four two (42) days Business Days, in the case of the initial Registration Statement, and one (1) Business Day, in the case of any amendment or supplement, prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its legal to counsel designated by the Investors (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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) comply in all material respects with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; 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 Section 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).
Appears in 1 contract
Samples: Registration Rights Agreement (Interlink Electronics Inc)
Company Obligations. The Company will use reasonable best efforts to effect In connection with the registration of the Registrable Securities in accordance with the terms hereofConversion Shares and Payment Shares, and pursuant thereto the Company will, as expeditiously as possibleshall:
(ai) use reasonable Use its best efforts to cause such the Registration Statement to become effective as promptly as possible after the date it is required to be filed with the SEC, and to remain continuously effective for a period that will terminate upon the earlier of (iA) the date on which all Registrable Securities Conversion Shares, Warrant Shares and Payment Shares, as applicable, covered by such Registration Statement as amended from time to time, have been soldsold by the Holders, and (iiB) the date on which all Registrable Securities Conversion Shares, covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k) of the Securities Act (the "Registration Period"). The Company shall submit to the SEC, within two (2) days after the Company learns that no review of the Registration Statement will be made by the staff of the SEC or (iii) 30 months following that the staff of the SEC has no further comments on such Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall notify the Holder of the effectiveness of the Registration Statement on the date the Registration Statement covering all Registrable Securities was has been declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;effective.
(bii) prepare Prepare and file with the SEC such amendments and (including post-effective amendments amendments) and supplements to the Registration Statement and the Prospectus prospectus as may be necessary to keep such Registration Statement effective, and such prospectus current, at all times during the Registration Statement effective for Period (other than during any Blackout Period (as defined below) during which the Effectiveness Period and to provisions of Section 8(e)(vii)(A) below are applicable), and, during the Registration Period, comply with the provisions of the 1933 Securities Act and the 1934 Act with respect applicable to the distribution Company in order to permit the disposition by the Holder of all of the Registrable Securities its Conversion Shares, Warrant Shares and Payment Shares covered thereby;by such Registration Statement.
(ciii) provide copies Provide a copy to and permit the Holders and legal counsel designated by a majority of each the Holders to review and have a reasonable opportunity to comment on the Registration Statement Statement, preliminary prospectus and prospectus and all amendments and supplements thereto to SuperCom no fewer than four five (45) days prior to their filing with the SEC;SEC and not file any document to which such counsel reasonably objects.
(div) furnish Furnish to SuperCom the Holders and its their 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) Business Days business 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 and Prospectus and each amendment or supplement thereto, 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 the Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought confidential treatment).
(v) Furnish to the Holder the Registration Statement and any amendment thereto, each related prospectus and (ii) each amendment or supplement thereto and such number of copies of a Prospectus, including a preliminary prospectus, each prospectus and all amendments and supplements thereto and such other documents documents, as SuperCom the Holder may reasonably request in order to facilitate the disposition of the Registrable Securities Conversion Shares, Warrant Shares and Payment Shares owned by SuperCom that are the Holder.
(vi) Subject to Section 8(e)(vii) below, use its best efforts (A) to register and qualify the Conversion Shares, Warrant Shares and Payment Shares 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 SuperCom and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale Statement under the securities or blue sky laws of such jurisdictions requested by SuperCom as the Holder reasonably requests, (B) to prepare and do any to file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period and (C) to take all other commercially reasonable acts or things actions reasonably necessary or advisable to enable qualify the distribution Conversion Shares, Warrant Shares and Payment Shares for sale by the Holder in such jurisdictions of the Registrable Securities covered by the Registration Statementjurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto (X) to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f8(e)(vi), (iiY) to subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f)such jurisdiction, or (iiiZ) to file a general consent to service of process in any such jurisdiction;.
(gA) 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) immediately notify SuperCom, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening As promptly as practicable after becoming aware of any event or circumstance (1) as a result of whichwhich the prospectus relating to the Registration Statement, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading therein, in light of the circumstances then existingunder which they were made, not misleading or (2) which requires the Company to amend or supplement the Registration Statement due to the receipt from the Holders or any other selling stockholder named in the related prospectus of new or additional information about the Holders or selling stockholder or its intended plan of distribution of its Conversion Shares or other securities covered by the Registration Statement, the Company shall notify the Holders and use its best efforts promptly to prepare a supplement or amendment to the Registration Statement and the related prospectus to correct such untrue statement or omission or to add any new or additional information, and deliver a number of copies of such supplement or amendment to the Holders as it may reasonably request. "Blackout Period" shall mean the twenty (20) day period commencing the day the Company notifies the Holders pursuant to this Section 8(e)(vii)(A).; and
Appears in 1 contract
Samples: Convertible Secured Note Purchase Agreement (Alliance Pharmaceutical Corp)
Company Obligations. The At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2, the Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective pursuant to the terms of Section 2 hereof, and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the seventh anniversary of the effectiveness of the Registration Statement, or (iii) the date on as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SEC;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) notify each holder of Registrable Securities of the time when each Registration Statement has been declared effective or a supplement has been filed with the SEC;
(f) advise the holders of Registrable Securities promptly of the issuance of any stop order or the initiation or threatening of any proceeding for such purpose and promptly use commercially 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;
(fg) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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;
(gh) use commercially 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 listedlisted and provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the registration;
(hi) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(j) otherwise comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Investors 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 Investors 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; andand 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 Securities 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);
Appears in 1 contract
Samples: Registration Rights Agreement (Molecular Templates, Inc.)
Company Obligations. 2.1 The Company will use reasonable best efforts to effect shall promptly following the registration of the Registrable Securities Effective Date, and in accordance with the terms hereofinstructions outlined by Xxxxxx:
2.1.1 complete a direct debit form;
2.1.2 promptly comply with any instructions from Pebble in relation to the sign-up and onboarding process;
2.1.3 complete certain onboarding activities, as notified to the Company by Pebble; and
2.1.4 submit and provide any information requested by Xxxxxx from time to time (including without limitation during the sign-up and onboarding process).
2.2 During the Term, the Company shall (and, where applicable, promptly and without undue delay):
2.2.1 provide Pebble with any assistance, Company Materials and information that Pebble reasonably requires to provide the Pebble Services;
2.2.2 in the event of a material breach of this Agreement by the Company, notify Pebble as soon as reasonably practicable and provide any assistance requested by Xxxxxx;
2.2.3 ensure that any information it provides to Pebble, or uploads to the Pebble Platform, is accurate, updated no less frequently than on a weekly basis and monitored on an ongoing basis;
2.2.4 notify Pebble in advance of any Authorised Employees leaving the Company;
2.2.5 comply with any applicable policies, terms, requirements and agreements (as notified to the Company by Pebble from time to time), and pursuant thereto all applicable laws in relation to the Pebble Services;
2.2.6 not provide (or offer to provide) childcare benefits to its employees other than via the Pebble Platform;
2.2.7 ensure that its personnel comply with the Company’s terms of use (as notified by Pebble to the Company willfrom time to time) (the “Terms of Use”) and, where the Company reasonably believes that the Company’s personnel are in material breach of the Terms of Use, the Company shall notify Pebble as expeditiously soon as possiblereasonably practicable and provide any assistance requested by Xxxxxx; and
2.2.8 not use the Pebble Platform and any other of its intellectual property rights which may come into the possession of the Company under this Agreement from time to time (the “Pebble IPR”) to:
(a) use reasonable best efforts provide services to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;third parties other than care seekers; or
(b) prepare and file build a product or service which competes 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 effective for 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;Pebble’s business.
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto2.3 Each Authorised Employee shall not, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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 SuperCom and its 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 SuperCom 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 procure that they 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 without Pebble’s prior written consent):
2.3.1 exceed the maximum amount of process in any such jurisdictionPebble Discounts;
2.3.2 be permitted to transfer any of the maximum allocated Pebble Discount to another individual (g) whether or not they are an Authorised Employee); and
2.3.3 be permitted to use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchangeany Pebble Discounts, interdealer quotation system or other market on which similar securities issued by the Company are then listed;
(h) immediately notify SuperCom, unused at any time prior to the end of the Effectiveness Perioda calendar month, upon discovery that, or upon the happening of in any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existingproceeding calendar months.; and
Appears in 1 contract
Samples: Terms and Conditions
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto (other than amendments and supplements occurring solely as a result of the incorporation by reference of a filing made pursuant to SuperCom the 0000 Xxx) no fewer than four three (43) days Business Days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Purchasers and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Purchaser that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Purchasers and its 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 SuperCom the Purchasers 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 commercially 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) immediately notify SuperComthe Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers 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 Purchasers 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; 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); and
(j) 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 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 1934 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 1934 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: Securities Purchase Agreement (ADVANCED MEDICAL ISOTOPE Corp)
Company Obligations. The Company will use all reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:possible (but subject to Sections 2(d) and 2(e)(ii)):
(a) use commercially reasonable best efforts to cause such each Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, ; and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions limitations pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of each Registration Statement and use all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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;
(fd) prior to any public offering resale of Registrable Securities, use all reasonable best efforts to register or qualify or cooperate with SuperCom the Purchasers and its 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 SuperCom the Purchasers 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(f3(d), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), 3(d) or (iii) file a general consent to service of process in any such jurisdiction;
(ge) use all 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 (including the OTC Bulletin Board) on which similar securities issued by the Company are then listedlisted or traded;
(hf) immediately promptly notify SuperComthe Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of the Purchasers a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(g) promptly notify each Purchaser (i) of any request by the SEC or any other Federal or state governmental authority during the Effectiveness Period of any Registration Statement for amendments or supplements to such Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iii) 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; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in any Registration Statement ineligible for inclusion therein; and
(h) cooperate with the Selling Agent with respect to any filing required by the FINRA Corporate Financing Department pursuant to FINRA Rule 5110.
Appears in 1 contract
Samples: Registration Rights Agreement (Cambridge Heart Inc)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Holder Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Holder Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Holder Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Holders in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period 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 of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its legal counsel the Holders (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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom thereto (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 SuperCom each Holder may reasonably request in order to facilitate the disposition of the Holder Registrable Securities owned by SuperCom such Holder that are covered by the related Registration Statement;
(ed) use commercially 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;
(fe) prior to any public offering of Holder Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Holders and its their counsel in connection with the registration or qualification of such Holder Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom California, Connecticut, Massachusetts, New Jersey, New York, Pennsylvania and Texas and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Holder 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(f3(e), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f3(e), or (iii) file a general consent to service of process in any such jurisdiction;
(gf) use commercially reasonable best efforts to cause all Holder 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;
(hg) immediately notify SuperComthe Holders, at any time prior when a Prospectus relating to Holder Registrable Securities is required to be delivered under the end of the Effectiveness Period1933 Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that that, as thereafter delivered to the purchasers of such Holder 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 not misleading in light of the circumstances then existing.; and
(h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, take such other actions as may be reasonably necessary to facilitate the registration of the Holder 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).
Appears in 1 contract
Samples: Registration Rights Agreement (Orion Acquisition Corp Ii)
Company Obligations. The Company will use all reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:possible (but subject to Section 2(d)(ii)):
(a) use all reasonable best efforts to cause such each Registration Statement to become effective and and, to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, ; and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions limitations pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom the Affiliated Holders in writing when the Effectiveness Period has expired;
(bi) prepare and file with the SEC such amendments and post-effective amendments to the each Registration Statement and the related Prospectus as may be necessary to keep the such Registration Statement effective for the Effectiveness Period 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; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such Registration Statement or any amendment thereto and, as promptly as reasonably practicable, upon request, provide the Affiliated Holders true and complete copies of all correspondence from and to the SEC relating to such Registration Statement; and (iv) comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered therebyby such Registration Statement;
(c) provide copies of each Registration Statement and Use all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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;
(fd) prior to any public offering resale of Registrable Securities, use all reasonable best efforts to register or qualify or cooperate with SuperCom the Affiliated Holders and its 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 SuperCom the Affiliated Holders 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(f3(d), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), 3(d) or (iii) file a general consent to service of process in any such jurisdiction;
(ge) use all 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 (including the OTC Bulletin Board) on which similar securities issued by the Company are then listedlisted or traded;
(hf) immediately promptly notify SuperCom, the applicable Affiliated Holders at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of Securities Act (including during any period when the Effectiveness PeriodCompany is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such Affiliated Holder, promptly prepare, file with the SEC pursuant to Rule 172 and furnish to such holder a reasonable number of copies of Affiliated Holder a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(g) promptly notify the applicable Affiliated Holders (i) of any request by the SEC or any other Federal or state governmental authority during the period of effectiveness of any Registration Statement for amendments or supplements to such Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iii) 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; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in any Registration Statement ineligible for inclusion therein;
(h) with a view to making available to the Affiliated Holders 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 Affiliated Holder 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 with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act (whether or not such reports and other documents are required to be filed under the Exchange Act); and (iii) furnish to each Affiliated Holder upon request, as long as such Affiliated Holder owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act and (B) such other information as may be reasonably requested in order to avail such Affiliated Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and
(i) the Company represents and warrants that (A) since June 30, 2009 through the date of this Agreement, it has filed with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act and (B) neither the Company nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal year for which certified financial statements of the Company and its consolidated subsidiary were included in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act through the date of this Agreement: (1) failed to pay any dividend or sinking fund installment on preferred stock; or (2) defaulted (x) on any installment or installments on indebtedness for borrowed money, or
(y) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the Company and its consolidated and unconsolidated subsidiaries, taken as a whole.
Appears in 1 contract
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k)3.1 COMPANY shall itself, or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and through its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, AFFILIATES or received by the Company (but not later than two (2) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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 SecuritiesSUBLICENSEES, use reasonable best efforts to register or qualify or cooperate with SuperCom develop and its counsel make commercially available a PRODUCT for commercial sale and distribution throughout the world in connection with the registration or qualification of such Registrable Securities for offer LICENSE FIELD and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom 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[****] LICENSE FIELD; provided, however, that the Company final decision as to where the PRODUCT will be distributed shall vest in the COMPANY. Such efforts shall consist of achieving the following objectives within the time period designated below:
(a) within [****] months after the EFFECTIVE DATE, complete all animal toxicity tests required in connection with seeking to obtain U.S. Food and Drug Administration approval of clinical evaluations of a PRODUCT.
(b) within [****] months after obtaining FDA approval in (a) above, initiate and thereafter diligently pursue clinical evaluations of a PRODUCT and in connection therewith take all actions necessary under the Food, Drug and Cosmetic Act (21 USC 301-391);
(c) within [****] months after obtaining FDA approval in (b) above, file documents with the FDA to obtain approval to manufacture such a PRODUCT for commercial sale and to inform GENERAL of such determination;
(d) within [****] months after the EFFECTIVE DATE initiate and thereafter diligently pursue clinical evaluations of a PRODUCT in either the European Community or Japan; ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. GENERAL shall not unreasonably withhold its consent to any revision in such time periods whenever requested in writing by COMPANY and supported by reasonable evidence of technical difficulties or delays in animal or clinical studies, regulatory processes or other events that the parties could not have reasonably avoided or anticipated. Failure to achieve one or more of the above objectives within the above stated time periods or within any extension granted by GENERAL shall result in GENERAL having the right to cancel upon sixty (60) days prior written notice any [****] license granted hereunder, or to convert any [****]license to a [****] license; provided that COMPANY does not demonstrate to GENERAL's satisfaction, which shall not be required unreasonably withheld, during said sixty (60) day period, its ability to cure such failure(s) within a reasonable time period thereafter and that such objectives are in connection therewith fact materially achieved in such time period; further, provided, that COMPANY makes no representation or warranty that it can achieve success in the development or marketing of any PRODUCTS, the profitability of PRODUCTS or the amount of royalties payable to GENERAL hereunder.
3.2 At intervals no longer than every six (6) months, COMPANY shall report in writing to GENERAL on progress made toward the foregoing objectives.
3.3 This Agreement shall not be deemed to prohibit COMPANY from developing, making, using, marketing or otherwise distributing or promoting products competitive (as a condition thereto to (ihereafter defined) qualify to do business in with the PRODUCTS, provided that COMPANY shall not disparage 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) immediately notify SuperCom, at any time prior to the end of the Effectiveness PeriodPRODUCTS or the PATENT RIGHTS and that COMPANY remains in compliance with the milestones of Article 3.
1. When COMPANY does so develop, upon discovery thatmake, use, market or upon otherwise distribute or promote products competitive with the happening PRODUCTS, any licenses granted hereunder shall become non-exclusive. For purposes of any event as a result of whichthis Section, the Prospectus includes term "competitive" is limited to a product, method or service that is in direct competition with a PRODUCT and not a product, method or service that is an untrue statement of alternative to a material fact or omits to state any material fact required to be stated therein or necessary to make PRODUCT. ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
3.4 The COMPANY shall xxxx all PRODUCTS with the statements therein not misleading in light appropriate patent words and numbers as contemplated by Section 287(a) of the circumstances then existing, U.S. Patent Code. GENERAL and promptly prepare, file NYCOMED each agree to require all of their respective licensees in all fields under all patents relating to this Agreement to similarly xxxx all of their PRODUCTS under such patents as contemplated under said Section 287(a) and in compliance with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existingapplicable laws.; and
Appears in 1 contract
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Holder Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Holder Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Holder Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Holders in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period 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 of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its legal counsel the Holders (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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom thereto (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 SuperCom each Holder may reasonably request in order to facilitate the disposition of the Holder Registrable Securities owned by SuperCom such Holder that are covered by the related Registration Statement;; FORM OF REGISTRATION RIGHTS AGREEMENT
(ed) use commercially 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;
(fe) prior to any public offering of Holder Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Holders and its their counsel in connection with the registration or qualification of such Holder Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom California, Connecticut, Massachusetts, New Jersey, New York, Pennsylvania and Texas and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Holder 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(f3(e), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f3(e), or (iii) file a general consent to service of process in any such jurisdiction;
(gf) use commercially reasonable best efforts to cause all Holder 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;
(hg) immediately notify SuperComthe Holders, at any time prior when a Prospectus relating to Holder Registrable Securities is required to be delivered under the end of the Effectiveness Period1933 Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that that, as thereafter delivered to the purchasers of such Holder 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 not misleading in light of the circumstances then existing.; and
(h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, take such other actions as may be reasonably necessary to facilitate the registration of the Holder 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 FORM OF REGISTRATION RIGHTS AGREEMENT
Appears in 1 contract
Samples: Registration Rights Agreement (Orion Acquisition Corp Ii)
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(ai) use reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier earliest of (i) the first anniversary of the Maturity Date (as defined in the Notes), (ii) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (iiiii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii144(b)(1)(i) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(bii) prepare and file with the SEC such amendments and post-effective amendments to the a Registration Statement and the Prospectus prospectus as may be necessary to keep the such Registration Statement effective for the applicable Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statement;
(eiii) 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;
(fiv) prior to any public offering of Registrable Securities, otherwise use reasonable best efforts to register or qualify or cooperate comply with SuperCom all applicable rules and its counsel in connection with regulations of the SEC under the Securities Act and the 1934 Act, take such other actions as may be reasonably necessary to facilitate the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom 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 jurisdictionhereunder;
(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) immediately notify SuperCom, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Applied Neurosolutions Inc)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto (other than amendments and supplements occurring solely as a result of the incorporation by reference of a filing made pursuant to SuperCom the 1934 Act) no fewer than four three (43) days Business Days prior to their filing with the SECwitx xxx XXC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; 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); and
(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 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 1934 Act; and (iii) furnish to 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-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.
Appears in 1 contract
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement Statement, in the reasonable opinion of counsel to the Purchasers, (A) may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (iiiII) 30 months following the date Company is in compliance with the Registration Statement covering all Registrable Securities was declared effective current public information requirement under Rule 144 (the “Effectiveness Period”), and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(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 current and effective for 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;
(c) provide copies of to and permit counsel designated by the Purchasers to review each Registration Statement Statement, including any related Prospectus, and all amendments and supplements thereto to SuperCom no fewer than four seven (47) business days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto;
(e) furnish to SuperCom the Purchasers and its their 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) Business Days business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Purchaser that are covered by the related Registration Statement;
(ef) use commercially 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;
(fg) cooperate with any broker-dealer through which a Purchaser 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 Purchaser;
(h) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Purchasers and its 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 SuperCom the Purchasers 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;
(gi) use commercially 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;
(hj) immediately notify SuperComthe Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(k) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers 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 Purchasers 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; 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); and
Appears in 1 contract
Samples: Registration Rights Agreement (True Drinks Holdings, Inc.)
Company Obligations. The At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2, the Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective pursuant to the terms of Section 2 hereof, and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the third anniversary of the effectiveness of the Registration Statement, or (iii) the date on as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SEC;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Investors 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 Investors 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; andand 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 Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the
Appears in 1 contract
Samples: Registration Rights Agreement (Threshold Pharmaceuticals Inc)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement Statement, as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by the Investor and its Affiliates together own less than one percent (1%) of the Shares of Then Outstanding Common Stock, and (iii) the first (1st) anniversary of the later of (A) the date on which such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective by the SEC and (B) the end of the Lock-Up Term (the “Effectiveness Period”), and advise SuperCom the Investor promptly in writing when the Effectiveness Period has expired;
(b) use commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the such Registration Statement and the related Prospectus as may be necessary to keep the such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;; ActiveUS 175069572
(c) provide copies of each to and permit any counsel designated by the Investor to review the Registration Statement and all amendments and supplements thereto to SuperCom (but excluding any documents incorporated by reference in such Registration Statement, amendments or supplements that are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or any successor system)) no fewer than four five (45) days Business Days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom and its legal counsel the Investor (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received if requested by the Company (but not later than two (2) Business Days after the filing dateInvestor, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof of the foregoing 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 SuperCom the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Investor that are covered by the related such Registration Statement;
(e) use commercially 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 practical moment;
(f) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investor and its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions requested by SuperCom the Investor 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(f2.5(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f2.5(f), or (iii) file a general consent to service of process in any such jurisdiction;
(g) use commercially 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) immediately promptly notify SuperComthe Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 ActiveUS 175069572 therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) notify the Investor, 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;
(j) after such Registration Statement becomes effective, notify the Investor of any request by the SEC that the Company amend or supplement such Registration Statement or Prospectus;
(k) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Investor 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 Investor is 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; and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder; and
(l) 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 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 sold without restriction by the holders thereof pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act 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. ActiveUS 175069572
Appears in 1 contract
Samples: Investor Agreement (Arvinas, Inc.)
Company Obligations. The At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2, the Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective pursuant to the terms of Section 2 hereof, and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the third anniversary of the effectiveness of the Registration Statement, or (iii) the date on as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SEC;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; ;
(i) otherwise comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Investors 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 Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be
Appears in 1 contract
Samples: Registration Rights Agreement (Molecular Templates, Inc.)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been soldsold or otherwise disposed of pursuant to the Registration Statement or in a transaction in which the transferee receives freely tradable shares, (ii) the date on which all the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions no longer constitute “Registrable Securities” pursuant to Rule 144(k)the definition thereof, or and (iii) 30 months following the third anniversary of the closing date of the Registration Statement covering all Registrable Securities was declared effective Purchase Agreement (the “Effectiveness Period”), ) and advise SuperCom the Investor in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit the Investor’s counsel to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECCommission and not file any document to which counsel reasonably objects;
(d) furnish to SuperCom the Investor and its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SECCommission, or received by the Company (but not later than two (2) Business 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 and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC Commission or the staff of the SECCommission, and each item of correspondence from the SEC Commission or the staff of the SECCommission, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investor and its 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 SuperCom the Investor 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 commercially 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) immediately notify SuperComthe Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC Commission and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act; and
(j) 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 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 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 pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in which the transferee receives freely tradable shares; (ii) file with the Commission 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 Commission that permits the selling of any such Registrable Securities without registration.
Appears in 1 contract
Company Obligations. The Company will use all reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:possible (but subject to Section 2(e)(ii)):
(a) use all reasonable best efforts to cause such Registration Statement to become effective and and, to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions limitations pursuant to Rule 144(k), or (iii144(b) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(bi) prepare and file with the SEC such amendments and post-effective amendments to the such Registration Statement and the Prospectus as may be necessary to keep the such Registration Statement effective for the Effectiveness Period 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; (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such Registration Statement or any amendment thereto and, as promptly as reasonably practicable, upon request, provide the Purchasers true and complete copies of all correspondence from and to the SEC relating to such Registration Statement; and (iv) comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered therebyby such Registration Statement;
(c) provide copies of each Registration Statement and Use all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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;
(fd) prior to any public offering resale of Registrable Securities, use all reasonable best efforts to register or qualify or cooperate with SuperCom the Holders and its 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 SuperCom the Holders 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(f3(d), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), 3(d) or (iii) file a general consent to service of process in any such jurisdiction;
(ge) use all 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 (including the OTC-BB) on which similar securities issued by the Company are then listedlisted or traded;
(hf) immediately promptly notify SuperComthe Purchasers and/or the applicable Affiliated Holder, at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of Securities Act (including during any period when the Effectiveness PeriodCompany is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC pursuant to Rule 172 and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(g) promptly notify the Purchasers and/or the applicable Affiliated Holder (i) of any request by the SEC or any other Federal or state governmental authority during the period of effectiveness of each Registration Statement for amendments or supplements to such Registration Statement or Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority 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; (iii) 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; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein;
(h) with a view to making available to the Purchasers and the Affiliated Holder 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 or the Affiliated Holder 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(b) 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 (whether or not such reports and other documents are required to be filed under the Exchange Act); and (iii) furnish to each Purchaser and Affiliated Holder upon request, as long as such Purchaser or Affiliated Holder owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act and (B) such other information as may be reasonably requested in order to avail such Purchaser or Affiliated Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and
(i) the Company represents and warrants that (A) since December 31, 2007 through the date of this Agreement, it has filed with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act and (B) neither the Company nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal year for which certified financial statements of the Company and its consolidated subsidiary were included in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act through the date of this Agreement: (1) failed to pay any dividend or sinking fund installment on preferred stock; or (2) defaulted (x) on any installment or installments on indebtedness for borrowed money, or (y) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the Company and its consolidated and unconsolidated subsidiaries, taken as a whole.
Appears in 1 contract
Company Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in In accordance with the terms hereofregistration obligations of the Company under Section 3.1, and pursuant thereto the Company will, as expeditiously as possibleapplicable, from and after the Exchange Date until the end of the Effectiveness Period:
(ai) use commercially reasonable best efforts to cause such have a Shelf Registration Statement declared effective or file a prospectus supplement to become an effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Automatic Shelf Registration Statement as amended from time on file with the SEC on or prior to time, have been sold, 45 (forty-five) days following the Exchange Date;
(ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k)as promptly as reasonably practicable, or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and or post-effective amendments to the Shelf Registration Statement and the Prospectus as may be necessary to keep the Shelf Registration Statement continuously effective for during the Effectiveness Period (except as otherwise set forth herein); cause the related Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to comply be filed pursuant to Rule 424 under the Securities Act;
(iii) at least three (3) business days prior to the filing of the Shelf Registration Statement (other than an Automatic Shelf Registration Statement), or any Prospectus, amendment or supplement thereto, furnish a copy thereof to each selling Holder and its counsel;
(iv) deliver to the selling Holder, without charge, as many copies of the Prospectus as it may reasonably request (the Company hereby consenting to the use of each such Prospectus by such selling Holder in connection with the provisions of the 1933 Act offering and the 1934 Act with respect to the distribution of all sale of the Registrable Securities covered thereby;
(cby such Prospectus) provide and a reasonable number of copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Shelf Registration Statement and any amendment thereto, each preliminary prospectus post-effective amendments thereto and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company any supplements 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 prospectusfinancial statements and schedules, all documents incorporated therein by reference and all amendments and supplements thereto and such other documents as SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned exhibits (including those incorporated by SuperCom that are covered by the related Registration Statementreference);
(ev) use commercially 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 SuperCom and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the such other securities or blue sky laws of such U.S. jurisdictions requested by SuperCom as the selling Holders reasonably request and keep such registration or qualification effective during the Effectiveness Period, and do any and all other commercially reasonable acts or and things that may be reasonably necessary or advisable to enable the distribution selling Holders to consummate the disposition in such jurisdictions of the Registrable Securities covered by the Shelf Registration Statement; provided, however, that the Company shall will not be required in connection therewith or as a condition thereto to (i) to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f)clause, (ii) to subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f)such jurisdiction, or (iii) file a general to consent to general service of process in any such jurisdictionjurisdiction or (iv) to comply with requirements under so-called “fair, just and equitable standards” under state securities laws;
(gvi) use reasonable best efforts to cause all notify each Holder of Registrable Securities, its counsel and the managing underwriters of an underwritten offering of Registrable Securities, if any (A) when the Shelf Registration Statement covering such Registrable Securities covered has become effective and when any post-effective amendments thereto become effective; (B) of any written request by a the SEC or any state securities authority for amendments and supplements to such Shelf Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued Prospectus or for additional information after such Shelf Registration Statement has become effective; and (C) of the issuance or threatened issuance by the Company are then listedSEC or any state securities authority of any stop order suspending the effectiveness of such Shelf Registration Statement or the qualification of the Registrable Securities in any jurisdiction described in Section 3.2(a)(v) hereof or the initiation of any proceedings for that purpose;
(hvii) immediately file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144;
(viii) notify SuperComeach selling Holder, at any time prior that a prospectus covered by the Shelf Registration Statement is required to be delivered under the end Securities Act, of the Effectiveness Period, upon discovery that, or upon the happening of any event of which it has knowledge and as a result of which, which the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make prospectus included in the statements therein not misleading Shelf Registration Statement as then in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not effect would 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 under which they were made, and, at the request of the Selling Holders, the Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the selling Holders, such prospectus, as so amended or supplemented, 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 Holders and for a period not to exceed ninety (90) days in the aggregate during any calendar year (the “Suspension Period”), the Company may suspend the use or effectiveness of any registration statement or prospectus (and the selling Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement or prospectus during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information, developments or events (including, but not limited to, a pending or contemplated merger or acquisition or other material transaction or similar event) 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 so directed by the Company, all Holders of Registrable Securities registering shares under any registration statement shall (i) not offer to sell any Registrable Securities pursuant to any such registration statement or prospectus during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension (and, if required, until such Holder receives copies of the supplemented or amended Prospectus) and (ii) use commercially reasonable efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then existing.in such holders’ possession, of the Prospectus relating to such Registrable Securities current at the time of receipt of such notice. The Company covenants and agrees that it shall not deliver such notice with respect to the Suspension Period unless Company employees, officers and directors and any other holders of registration rights with respect to the Company’s Common Stock are also prohibited by the Company for the duration of such Suspension Period from effecting any public sales of shares of Common Stock beneficially owned by them, if such holders of registration rights sell pursuant to a registration statement;
(ix) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority;
(x) cause all securities covered by such Shelf Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed and to be qualified for trading on each system on which similar securities issued by the Company are from time to time qualified;
(xi) provide a transfer agent and registrar for all securities covered by the Shelf Registration Statement not later than the effective date of the Shelf Registration Statement or the filing of a prospectus pursuant to an effective Automatic Shelf Registration Statement and thereafter maintain such a transfer agent and registrar;
(xii) take all such other actions as may be reasonably required to expedite or facilitate the disposition of the securities covered by the Shelf Registration Statement;
(xiii) use commercially reasonable efforts to obtain a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters, which letter shall be addressed to the underwriters;
(xiv) use commercially reasonable efforts to obtain an opinion from the Company’s outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities;
(xv) make reasonably available for inspection by any underwriter participating in any registered public offering in which Registrable Securities are included and any attorney or accountant retained by any such underwriter (collectively, the “Inspectors”), all financial and other records, and pertinent corporate documents of the Company (collectively, the “Records”) as shall be reasonably made available for purposes of a due diligence investigation and reasonably requested by such Inspector, and cause the Company’s officers, directors and employees to supply all information reasonably made available for purposes of a due diligence investigation and reasonably requested by any such Inspector to enable them to exercise their due diligence responsibility under the Securities Act with respect to such registered public offering; provided, however, that Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall be kept confidential by the Inspectors;
(xvi) in the case of no more than two Qualified Offerings, make the Company’s executive officers available for a total of five (5) business days to participate in “road show” presentations in the United States for each such Qualified Offering; and with respect to any Qualified Offering, make the Company’s executive officers reasonably available at the Company’s principal executive offices to discuss the affairs of the Company at times that may be mutually and reasonably agreed upon; and
(xvii) take reasonable efforts to prevent the entry of any stop order suspending the effectiveness of a registration statement, and upon 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 securities included in the Shelf Registration Statement for sale in any jurisdiction, the Company will use commercially reasonable efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Samples: Registration Rights Agreement (Strategic Hotels & Resorts, Inc)
Company Obligations. 3.1 The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, or (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom the Purchasers and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Purchaser that are covered by the related Registration Statement;
(ed) use commercially 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;
(fe) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Purchasers and its 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 SuperCom the Purchasers 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)3.1, (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f)3.1, or (iii) file a general consent to service of process in any such jurisdiction;
(gf) use commercially 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;
(hg) immediately notify SuperComthe Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers 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 Purchasers 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; 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).
3.2 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 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 1934 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 1934 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. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use reasonable best efforts to cause such the Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following 144 under the date the Registration Statement covering all Registrable Securities was declared effective 1933 Act (the “Effectiveness Period”), ) and advise SuperCom the Investor promptly in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and post-effective amendments to the such Registration Statement and the related Prospectus as may be necessary to keep the such Registration Statement effective for 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;
(c) provide copies of each to and permit Investor’s legal counsel to review such Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to in advance of their filing with the SECSEC and not file any document to which such counsel reasonably objects; provided that the Company shall have no obligation to delay the filing of such Registration Statement, amendment or supplement if such legal counsel provides comments or objections to such Registration Statement, amendment or supplement less than two (2) Business Days prior to the filing of such Registration Statement, amendment or supplement;
(d) furnish to SuperCom the Investor and its legal counsel (i) promptly immediately after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two one (21) Business Days Day after the filing date, receipt date or sending date, as the case may be) one (1) copy of any the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Investor that are covered by the related such 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 momentmoment and to notify the Investor of the issuance of such order and the resolution thereof;
(f) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify (unless an exemption from the registration or qualification exists) or cooperate with SuperCom the Investor and its 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 domestic jurisdictions as are reasonably requested by SuperCom the Investor and do any and all other commercially reasonable acts or things filings necessary or advisable to enable the a 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) immediately notify SuperComthe Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(h) otherwise use best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investor 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 Investor is 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; 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 full fiscal quarter following 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); and
(i) 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 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 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 1934 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 1934 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Argos Therapeutics Inc)
Company Obligations. The Company will shall use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possiblepracticable:
(a) use commercially reasonable best efforts to cause such the Registration Statement to become effective after 4:00 p.m., Eastern Time (the date the Registration Statement is declared effective shall be referred to as the “Effective Date”) and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement Statement, as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), or (iii) six (6) months following the Effective Date (the “Effective Period”), and advise SuperCom the Investor in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of each to and permit counsel designated by the Investor, if any, in the selling securityholder questionnaire attached hereto as Exhibit B (the “Selling Securityholder Questionnaire”) to review the Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investor and its legal counsel counsel, if any, designated in the Selling Securityholder Questionnaire (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) Business Days after the filing date, receipt date date, or sending date, as the case may be) one (1) copy of any the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investor and its counsel legal counsel, if any, designated in the Selling Securityholder Questionnaire 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 SuperCom the Investor 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 StatementSecurities; 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(fB.4(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(fB.4(f), or (iii) file a general consent to service of process in any such jurisdiction;
(g) use commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system system, or other market on which similar securities issued by the Company are then listed;
(h) immediately notify SuperComthe Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC SEC, and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act prior to 9:30 a.m., Eastern Time, on the Trading Day immediately following the Effective Date, promptly inform the Investors 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 Investor is 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; 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 Section B.4(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.
Appears in 1 contract
Samples: Investor's Agreement (Magellan Petroleum Corp /De/)
Company Obligations. The If and whenever the Company will is obligated by the provisions of this Stockholders Agreement to use its commercially reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act, the Company shall as promptly as practicable:
(i) prepare, and as promptly as practicable, but in any event within 60 days after the receipt of the Demand Notice (subject to Section 4.2(d) hereof), file with the SEC a Registration Statement with respect to the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) thereafter use commercially reasonable best efforts to cause such Registration Statement to become effective;
(ii) use commercially reasonable best efforts to cause the Registration Statement to remain effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such any amendments and post-effective amendments supplements to the Registration Statement and to the related Prospectus as may be necessary to keep the Registration Statement effective for Prospectus current until the Effectiveness Period earlier of (x) such time at which all Registrable Securities offered thereby have been sold or disposed of in accordance with the intended method or methods of disposition by the Participating Stockholder Parties (or are no longer Registrable Securities) and to comply in compliance with the provisions of the 1933 Securities Act and (y) 60 days after the 1934 Act with respect to the distribution of all of the Registrable Securities covered therebyRegistration Statement is first declared effective;
(ciii) provide copies of notify each Participating Stockholder Party (v) when a Registration Statement and all amendments and supplements thereto becomes effective, (w) when the filing of a post-effective amendment to SuperCom no fewer than four (4) days prior a Registration Statement or supplement to their filing with or amendment of the SEC;
(d) furnish to SuperCom and its legal counsel (i) promptly after related Prospectus is required, when the same is prepared filed, and publicly distributedin the case of a post-effective amendment, filed with when the SECsame becomes effective, or received (x) of any request by the Company (but not later than two (2) Business Days after the filing date, receipt date SEC for any amendment of or sending date, as the case may be) one (1) copy of any supplement to a Registration Statement and any amendment theretoor the related Prospectus or for additional information, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf (y) 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statement;
(e) use reasonable best efforts to (i) prevent the issuance entry of any stop order suspending the effectiveness of such Registration Statement or other of the initiation of any proceedings for that purpose and (z) of the suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal qualification of any Registrable Securities for offering or sale in any jurisdiction or of the initiation of any proceedings for that purpose;
(iv) make every reasonable effort (x) to prevent the entry of any stop order affecting the Registration Statement and (y) to remove any such order stop order, if entered at the earliest possible moment;
(fv) prior furnish to each Participating Stockholder Party and any public offering underwriters such number of conformed copies of the Registration Statement as initially filed with the SEC and of each pre-effective and post-effective amendment or supplement thereto (in each case including at least one copy of all exhibits thereto and all documents incorporated by reference therein), such number of copies of each Prospectus, and such other documents, as such Participating Stockholder Party or any underwriter reasonably may request to facilitate the distribution of the Registrable Securities, Securities to which such Registration Statement relates;
(vi) use commercially reasonable best efforts (x) to register or qualify or cooperate with SuperCom and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale covered by a Registration Statement under the securities or blue sky laws of such jurisdictions requested in the United States as any Participating Stockholder Party reasonably requests, (y) to keep each such registration or qualification in effect until the earlier of (A) the time at which all Registrable Securities covered by SuperCom such Registration Statement have been sold or disposed of in accordance with the intended method or methods of disposition by the Participating Stockholder Parties (or are no longer Registrable Securities) and in compliance with the provisions of such securities or blue sky laws and (B) 60 days after the Registration Statement is first declared effective, and (z) to do any and all other commercially reasonable acts or and things which may be reasonably necessary or advisable to enable each Participating Stockholder Party to consummate the distribution sale or disposal in such jurisdictions of the such Registrable Securities covered in accordance with the intended method or methods of disposition by the Registration Statementsuch Participating Stockholder Party; providedPROVIDED, howeverHOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in for any jurisdiction where it would not otherwise such purpose be required to qualify but for this Section 3(f), (ii) subject itself generally to general taxation in any jurisdiction where do business as a foreign corporation wherein it would not otherwise but for the requirements of this Section 4.5(a)(vi) be obligated to be so subject but for this Section 3(f), qualified or (iii) file a general to consent to general service of process in any such jurisdiction;
(gvii) use commercially reasonable best efforts to cause all the Registrable Securities covered by a Registration Statement to be listed on each national securities exchange, interdealer quotation system or other market exchange on which similar the Company's equity securities issued by are then listed at the Company time of the sale of such Registrable Securities pursuant to such Registration Statement (or if no such equity securities are then listed, to qualify as a "national market system security" with the NASDAQ National Market);
(hviii) immediately use its commercially reasonable best efforts to cause its senior management to attend and make presentations regarding the prospects of the Company at all meetings with prospective purchasers of shares of Common Stock that are arranged by any underwriter (after conferring with senior management regarding possible schedule conflicts) in connection with any widely distributed, underwritten offering of such shares of Common Stock;
(ix) notify SuperComeach Participating Stockholder Party, at any time prior when a Prospectus is required to be delivered under the end of the Effectiveness PeriodSecurities Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an (as then in effect) contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading, and as promptly prepare, file with the SEC as practicable prepare and furnish to each Participating Stockholder Party such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus so that, as may be necessary so that thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an 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 therein, in light of the circumstances then existing.; andunder which they were made, not misleading;
(x) furnish to each Participating Stockholder Party a signed counterpart, addressed to such Participating Stockholder Party of
Appears in 1 contract
Samples: Stockholders Agreement (Unr Asbestos Disease Claims Trust)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions any restriction pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective 144 (the “Effectiveness Period”), ) and (i) advise SuperCom the Stockholders in writing when the Effectiveness Period has expiredexpired and (ii) provide the Stockholders with a copy of the opinion of counsel to the Company to the Transfer Agent and instructions from the Company to the Transfer Agent to remove the re-sale restrictions imposed by the 1933 Act from the Registrable Securities, both of which will be irrevocable;
(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 effective for 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;
(c) provide copies of to counsel designated by the Stockholders and permit such counsel to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four three (43) days Business Days, in the case of the initial Registration Statement, and two (2) Business Days, in the case of any amendment or supplement, prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Stockholders and its legal to counsel designated by the Stockholders (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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Stockholder that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Stockholders and its 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 SuperCom the Stockholders 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 commercially 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) immediately notify SuperComthe Stockholders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) comply in all material respects with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Stockholders 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 Stockholders 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; 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).
Appears in 1 contract
Samples: Registration Rights Agreement (Integrated Surgical Systems Inc)
Company Obligations. The At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section, the Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective pursuant to the terms of Section 2 hereof, and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the second anniversary of the effectiveness of the Registration Statement, or (iii) the date on as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), 144 (or (iiiany successor thereto) 30 months following promulgated under the date the Registration Statement covering all Registrable Securities was declared effective 1933 Act (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four seven (47) days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; 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); and
(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, during the Effectiveness Period 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 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 1934 Act; and (iii) furnish to 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-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.
Appears in 1 contract
Samples: Registration Rights Agreement (Tobira Therapeutics, Inc.)
Company Obligations. The Company will use reasonable best efforts Whenever required to effect the registration or sale of the any Registrable Securities in accordance with the terms hereofunder this Agreement, and pursuant thereto the Company willshall, as expeditiously as possiblereasonably possible take the following actions, to the extent applicable to the registration or sale in the relevant jurisdiction:
(ai) in the case of a registration and offering pursuant to the Securities Act, prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use reasonable best and diligent efforts to cause such Registration Statement to become effective effective, not later than one hundred and eighty (180) days after the registration request made by one (1) or more Holders pursuant to remain continuously effective for a period that will terminate section 3, and not later than ninety (90) days after the registration request made by one (1) or more Holders pursuant to section 5, and, upon the earlier request of the Holders of more than fifty percent (i50%) of the date on which all Registrable Securities covered by registered thereunder, keep such Registration Statement as amended from time effective for up to timeone hundred eighty (180) days or, if earlier, until the Holder or Holders have been sold, completed the distribution related thereto;
(ii) in the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates case of a proposed listing of the Ordinary Shares on the Hong Kong Stock Exchange, prepare and file with the Hong Kong Stock Exchange a Form A1 with respect to the Ordinary Shares and use reasonable and diligent efforts to cause the Listing Committee and the Listing Division of the Hong Kong Stock Exchange to grant its approval-in-principal for such listing, not later than one hundred and eighty (180) days (or such later time as agreed between the Company immediately without registration under and the Securities Act and without volume restrictions Holders) after the filing request made by one (1) or more Holders pursuant to Rule 144(k), or Section 3;
(iii) 30 months following in the date case of a registration and offering pursuant to the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”)Act, and advise SuperCom in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and (including post-effective amendments amendments) and supplements to the such Registration Statement and the Prospectus prospectus or prospectus supplement used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Securities Act with respect to the distribution disposition of all of the Registrable Securities securities covered therebyby such Registration Statement;
(civ) provide copies in the case of each Registration Statement a proposed listing of the Ordinary Shares on the Hong Kong Stock Exchange, prepare and all file with the Hong Kong Stock Exchange such amendments and supplements thereto to SuperCom no fewer than four (4) days prior such Form A1 and the prospectus used in connection with such Form A1 as may be necessary to their filing comply with the SECprovisions of the Hong Kong Listing Rules, the Companies Ordinance of Hong Kong and the Securities and Futures Ordinance of Hong Kong;
(dv) furnish to SuperCom the Holders such number of copies of the applicable Offering Document and its legal counsel each such amendment and supplement thereto (iincluding in each case all exhibits) promptly after the same is prepared and publicly distributedof a prospectus, filed including a preliminary prospectus, in conformity with the SECrequirements of the Securities Act or the Hong Kong Listing Rules, or received by the Company (but not later than two (2) Business Days after Companies Ordinance of Hong Kong and the filing date, receipt date or sending dateSecurities and Futures Ordinance of Hong Kong, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom them that are covered by the related Registration Statementincluded in such registration;
(evi) in the case of a registration and offering pursuant to the Securities Act, otherwise use its reasonable best efforts to comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to the securities holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve (i12) prevent months after the issuance effective date of such Registration Statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any stop order or other suspension of effectiveness andapplicable regulations thereunder, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible momentincluding Rule 158;
(fvii) prior to any public offering of Registrable Securities, use reasonable best and diligent efforts to register or and qualify or cooperate with SuperCom and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities covered by such Offering Document under such other securities or blue sky Blue Sky laws of such jurisdictions as shall be reasonably requested by SuperCom the Holders, to keep such registration or qualification in effect for so long as the applicable Offering Document remains in effect, and do to take any and all other commercially reasonable acts or things action which may be reasonably necessary or advisable to enable such Holders to comply with applicable Law in consummating the distribution disposition in such jurisdictions of the Registrable Securities covered securities owned by the Registration Statementsuch Holders; provided, however, provided that the Company shall not be required in connection therewith solely as a result of such registration 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)business, (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) to file a general consent to service of process in any such jurisdictionstates or jurisdictions;
(gviii) use reasonable best efforts appoint a qualified independent underwriter, if necessary under the circumstances or if reasonably requested by the Holders more than fifty percent (50%) of the Registrable Securities in any Registration made pursuant to cause all the terms hereof;
(ix) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in the usual and customary form, with the managing underwriter(s) of such offering;
(x) in the case of a registration and offering pursuant to the Securities Act, promptly notify each Holder of Registrable Securities covered by a such 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) immediately notify SuperCom, at any time prior when a prospectus relating thereto is required to be delivered under the end Securities Act, of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of whichwhich the prospectus included in such Registration Statement or the prospectus supplement, the Prospectus as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which such statements were made, not misleading, and as promptly prepare, file with the SEC as practicable prepare and furnish to such holder Holders a reasonable number of copies of a supplement to or an amendment of such Prospectus prospectus or prospectus supplement as may be necessary so that that, as thereafter delivered to the purchasers of such Prospectus 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 not misleading therein, in the light of the circumstances then existing.under which such statements were made, not misleading;
(xi) furnish, at the request of any Holder requesting registration or sale of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the Offering Document with respect to such securities becomes effective,
(a) an opinion, dated as of 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 and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities; and
(b) 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, addressed to the underwriters, if any, and to-the Holders requesting registration of Registrable Securities.
(xii) in the case of a registration and offering pursuant to the Securities Act, use its reasonable best efforts to list such Registrable Securities on each stock or securities exchange on which any equity security of the Company is then listed, if such securities are already so listed, or, if the Company does not have a class of equity securities listed on a United States stock or securities exchange, apply for qualification and use its reasonable best efforts to qualify Registrable Securities being registered for inclusion on the National Market System/NASDAQ and thereafter to maintain such listing;
(xiii) at any time when a Holder provides notice to the Company that it intends to make a disposition of its Registrable Securities under a listing with The Stock Exchange of Singapore or the Hong Kong Stock Exchange, use all reasonable and diligent efforts to list the Ordinary Shares on the relevant stock or securities exchange and comply with all applicable securities or other laws of the relevant jurisdiction applicable to such jurisdiction and the rules and regulations of such stock or securities exchange, and furnish to the Holders such number of copies of prospectuses and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such Registration;
(xiv) in the case of a registration and offering pursuant to the Securities Act, make available to the appropriate representatives of the managing underwriter and selling Holders access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Company need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Company reasonably satisfactory to the Company;
(xv) in the case of a registration and offering pursuant to the Securities Act, 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, as declared by the SEC, of such registration;
(xvi) in the case of a registration and offering pursuant to the Securities Act, promptly advise each Holder holding Registrable Securities covered by such registration, (1) when the applicable Registration Statement is filed or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective, (2) of any request by the SEC for amendments or supplements to such Registration Statement or the prospectus included therein or for additional information, (3) of the issuance by the SEC of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose, and (4) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the registration or qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(xvii) in the case of a registration and offering pursuant to the Securities Act, after the Company shall receive notice or obtain knowledge of, of the issuance of any stop order by the SEC, promptly use its reasonable efforts to prevent the issuance of such stop order or to obtain its withdrawal if such stop order should be issued; and
(xviii) in the case of an offering and listing other than in Hong Kong or the United States, file the applicable Offering Documents and take such other comparable actions as set forth in this Section 6.1 as are necessary in the applicable jurisdiction in connection with the offering.
Appears in 1 contract
Company Obligations. The Company will use its commercially reasonable best efforts to effect the registration of the Registrable Securities Underlying Shares in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(ai) use its commercially reasonable best efforts to cause such the Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all and usable until such time as Underlying Shares are no longer any “Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective Securities” (the “Effectiveness Period”). The Underlying Shares shall cease to be “Registrable Securities” when (i) such Underlying Shares are sold or otherwise transferred pursuant to an effective registration statement under the Securities Act, and advise SuperCom (ii) such Underlying Shares shall have ceased to be outstanding or are repurchased by the Company or any Subsidiary of the Company, (iii) such Underlying Shares have been transferred in writing when a transaction in which the Effectiveness Period has expiredInvestor’s rights under this Agreement are not assigned to the transferee of the securities or (iv) such Underlying Shares are sold in a broker’s transaction under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met;
(bii) prepare and file with the SEC such amendments and post-effective amendments and supplements to the Registration Statement and the Prospectus accompanying prospectus as may be necessary to keep the Registration Statement effective for 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 therebyPeriod;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom that are covered by the related Registration Statement;
(eiii) use its commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, and (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible momentmoment and notify the Investors of the issuance of any such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding for such purpose;
(fiv) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with SuperCom and its 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 SuperCom and do any and take all other commercially reasonable acts or things actions necessary or advisable to enable expedite and facilitate disposition by the distribution in such jurisdictions Investor of the Registrable Securities covered by Underlying Shares pursuant to 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;and
(gv) use reasonable best efforts to cause pay 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 Expenses incurred by the Company are then listed;
(h) immediately notify SuperComin connection with any registration provided for by this Section 6. For purposes hereof, at any time prior to “Registration Expenses” means all expenses incurred by the end Company in complying with its obligations under this Section 6, including all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of the Effectiveness Periodcounsel and accountants, upon discovery thatfees and expenses in connection with complying with state securities or “blue sky” laws, or upon the happening FINRA fees, fees of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existingtransfer agents and registrars, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existingtransfer taxes.; and
Appears in 1 contract
Samples: Securities Purchase Agreement (SKYX Platforms Corp.)
Company Obligations. The Company will use commercially ------------------- reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “"Effectiveness Period”), ") and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(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 effective for the Effectiveness Period 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 therebythereby and file the final prospectus pursuant to Rule 424 of the 1933 Act no later than the effective time of the Registration Statement on the date the Registration Statement is declared effective by the SEC;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four three (43) days Business Days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Investors and its 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 SuperCom 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 commercially 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) immediately notify SuperComthe Investors, at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of the Effectiveness Period1933 Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 not misleading in light of the circumstances then existing.; and
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the 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).
Appears in 1 contract
Company Obligations. The Company will shall use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possibleshall:
(a) use commercially reasonable best efforts to cause such Registration Statement Statement, or a successor Registration Statement, to become effective and to remain continuously effective (other than during an Allowed Delay) for a period (the “Effectiveness Period”) that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement Statement, as amended from time to time, have been soldno longer constitute Registrable Securities, and (ii) three (3) years from the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expiredClosing Date;
(b) use commercially reasonable efforts to prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(ci) provide copies of to and permit counsel designated by the Investors to review and provide comments on each Registration Statement no fewer than two (2) Business Days prior to their filing with the Commission and all amendments and supplements thereto to SuperCom no fewer than four one (41) days Business Day prior to their filing with the SECCommission, and (ii) consider comments from the Required Investors for incorporation in such Registration Statements or amendments and supplements thereto in good faith;
(d) furnish or otherwise make available (including via EXXXX) to SuperCom and its legal counsel the Investors (i) promptly after the same is prepared and publicly distributed, filed with the SECCommission, or received by the Company (but not later than two (2) Business 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 and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC Commission or the staff of the SECCommission, and each item of correspondence from the SEC Commission or the staff of the SECCommission, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought or plans to seek 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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness andeffectiveness, and (ii) if such order is issued, obtain the withdrawal of any such order at and to notify the earliest possible momentInvestors of the issuance of such order and the resolution thereof, if applicable;
(f) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify (unless an exemption from the registration or qualification exists) or cooperate with SuperCom the Investors and its 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 domestic jurisdictions as are reasonably requested by SuperCom 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 will 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 qualify, but for this Section 3(f8.2(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject subject, but for this Section 3(f8.2(f), or (iii) file a general consent to service of process in any such jurisdiction;
(g) use commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each the securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are Common Stock is then listed;
(h) immediately promptly notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon following discovery that, or upon following the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and and, subject to Section 8.1(c)(2) hereof, promptly prepare, file with the SEC Commission and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall will 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Investors 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 Investors 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; and
(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 Commission 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 use commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, for a period of twelve (12) months from the consummation of the Closing; (ii) file with the Commission in a timely manner all reports required of the Company under the Exchange Act; and (iii) furnish to each Investor upon request (including via EXXXX), as long as such Investor owns any Registrable Securities, (A) a written statement by the Company whether it has complied with the reporting requirements of the Exchange Act, (B) a copy (or a link to a website containing the same) 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 Commission that permits the selling of any such Registrable Securities without registration under Rule 144.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Cyclerion Therapeutics, Inc.)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possibleat the expense of the Issuer:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such have been sold pursuant to the Registration Statement Statement, as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be have been sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k)144, (iii) if the Note has been cancelled in accordance with Section 20 thereof, the date that all Registrable Securities held of record by the Buyers have been sold pursuant to the Registration Statement, as amended from time to time, or pursuant to Rule 144, or (iiiiv) 30 months following four years from the date the Registration Statement covering all Registrable Securities was declared effective hereof (the “Effectiveness Period”), ) and advise SuperCom the Buyers in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and such supplements to the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period period specified in Section 4(a) and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of each to and permit counsel designated by the Buyers to review the Registration Statement and all any amendments and or supplements thereto to SuperCom no fewer than four (4) days and any comments made by the staff of the SEC and the Company’s responses thereto a reasonable period of time prior to their its filing with the SECSEC or its receipt from the SEC as applicable and shall duly consider comments made by such counsel thereon;
(d) furnish to SuperCom the Buyers and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies an electronic copy of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as SuperCom each Buyer may reasonably request in order to facilitate connection with the disposition of the Registrable Securities owned by SuperCom such Buyer that are covered by the related Registration Statement;
(e) use commercially 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 momentpracticable time and to notify each Buyer of the issuance of such an order and the resolution thereof;
(f) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Buyers and its 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 SuperCom the Buyers 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(f4(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f4(f), or (iii) file a general consent to service of process in any such jurisdiction;
(g) use commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each the primary securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;
(h) immediately as soon as practicable notify SuperComthe Buyers, at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of the Effectiveness PeriodSecurities Act, upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and promptly prepareat the request of any such holder, file with as soon as practicable, and subject to the SEC Company’s right to delay or refrain from filing as contemplated herein, prepare and furnish to such holder a reasonable number of copies an electronic copy of a supplement to or an amendment of such Prospectus as may be necessary so that 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 not misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; andand 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 Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 4(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);
Appears in 1 contract
Samples: Registration Rights Agreement (Synutra International, Inc.)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k), or 144 and (iii) 30 months following the date second anniversary of the Registration Statement covering all Registrable Securities was declared effective Closing Date (the “"Effectiveness Period”), ") and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(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 effective for 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;
(c) provide copies of to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements thereto (other than amendments solely to SuperCom update the Registration Statement by making Exchange Act filings) no fewer than four three (43) days Business Days prior to their filing with the SECSEC and not file any document to which such counsel reasonably objects;
(d) furnish to SuperCom the Purchasers and its their 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) Business 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 theretothereto (other than amendments solely to update the Registration Statement by making Exchange Act filings) , each preliminary prospectus and Prospectus and each amendment or supplement theretothereto (other than amendments solely to update the Registration Statement by making Exchange Act filings), 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 (other than amendments solely to update the Registration Statement by making Exchange Act filings) and such other documents as SuperCom each Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Purchaser that are covered by the related Registration Statement;; provided, that any document filed and available on the SEC's XXXXX system (or its successor) is deemed to have been furnished to the Purchasers and their counsel.
(e) use commercially 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 commercially reasonable best efforts to register or qualify or cooperate with SuperCom the Purchasers and its 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 SuperCom the Purchasers 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) otherwise use commercially reasonable best efforts to cause comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers 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 Purchasers are required to deliver a Prospectus in connection with any disposition of Registrable Securities covered by and 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 to be listed on each securities exchangeStatement, interdealer quotation system or other market on which similar securities issued by earnings statement shall satisfy the Company are then listedprovisions 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); and;
(h) immediately notify SuperComthe Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
(i) at all times that a Registration Statement is required to be filed or effective hereunder, otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers 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 Purchasers 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; 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); and
Appears in 1 contract
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective (other than during an Allowed Delay) for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement Statement, as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of to and permit counsel designated by each Investor to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four three (43) days Business Days prior to their filing with the SECCommission and not file any document to which such counsel reasonably objects, provided that the Company is notified of such objection, including the substance of such objection, in writing no later than two (2) Business Days after such counsel has been so furnished with copies of such documents;
(d) furnish or otherwise make available (including via XXXXX) to SuperCom each Investor and its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, Commission or received by the Company (but not later than two (2) Business 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 and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC Commission or the staff of the SECCommission, and each item of correspondence from the SEC Commission or the staff of the SECCommission, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom the Investors may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom the Investors that are covered by the related Registration Statement;
(e) use reasonable best efforts to (i) prevent the issuance of insofar as any stop order or other suspension of effectiveness and, (ii) if such order is issued, use commercially reasonable efforts to obtain the withdrawal of any such order at the earliest possible momentmoment and to notify the Investors of the issuance of such order and the resolution thereof;
(f) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify (unless an exemption from the registration or qualification exists) or cooperate with SuperCom each Investor and its 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 domestic jurisdictions as are reasonably requested by SuperCom 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 commercially 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) immediately promptly notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and and, subject to Section 2.3(b), promptly prepare, file with the SEC Commission and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Investors 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, any Investor is 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; and
(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 Commission that may at any time permit the Investors to sell shares of Company Securities 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) such 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 Commission 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 any information as may be reasonably requested in order to avail such Investor of any rule or regulation of the Commission that permits the selling of any Registrable Securities without registration under Rule 144.
Appears in 1 contract
Samples: Registration Rights Agreement (Alibaba Group Holding LTD)
Company Obligations. The Company will use all reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:possible (but subject to Section 2(e)(ii)):
(a) use all reasonable best efforts to cause such Registration Statement to become effective and and, to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), ) and advise SuperCom the Purchasers in writing when the Effectiveness Period has expired;
(bi) prepare and file with the SEC such amendments and post-effective amendments to the such Registration Statement and the Prospectus as may be necessary to keep the such Registration Statement effective for the Effectiveness Period 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; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to such Registration Statement or any amendment thereto and, as promptly as reasonably practicable, upon request, provide the Purchasers true and complete copies of all correspondence from and to the Commission relating to such Registration Statement; and (iv) comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered therebyby such Registration Statement;
(c) provide copies of each Registration Statement and use all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) furnish to SuperCom and its 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom 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;
(fd) prior to any public offering resale of Registrable Securities, use all reasonable best efforts to register or qualify or cooperate with SuperCom the Purchasers and its 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 SuperCom the Purchasers 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(f3(d), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f3(d), or (iii) file a general consent to service of process in any such jurisdiction;
(ge) use all 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 (including the OTC-BB) on which similar securities issued by the Company are then listedlisted or traded;
(hf) immediately promptly notify SuperComthe Purchasers and/or Nordic, at any time prior when a Prospectus relating to Registrable Securities is required to be delivered under the end of 1933 Act (including during any period when the Effectiveness PeriodCompany is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in a 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 not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare, file with the SEC pursuant to Rule 172 and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(g) promptly notify the Purchasers and/or Nordic (i) of any request by the Commission or any other Federal or state governmental authority during the period of effectiveness of each Registration Statement for amendments or supplements to such Registration Statement or Prospectus or for additional information; (ii) of the issuance by the Commission or any other federal or state governmental authority 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; (iii) 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; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein; and
(h) With a view to making available to the Purchasers and Nordic 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(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 (whether or not such reports and other documents are required to be filed under the 0000 Xxx); and (iii) furnish to each Purchaser and Nordic 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 1934 Act, and (B) such other information as may be reasonably requested in order to avail such Purchaser or Nordic of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.
(i) The Company represents and warrants that (A) since December 31, 2006 through the date of this Agreement, it has filed with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act and (B) neither the Company nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal year for which certified financial statements of the Company and its consolidated subsidiaries were included in a report filed pursuant to Section 13(a) or 15(d) of the 1934 Act through the date of this Agreement: (1) failed to pay any dividend or sinking fund installment on preferred stock; or (2) defaulted (x) on any installment or installments on indebtedness for borrowed money, or (y) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the Company and its consolidated and unconsolidated subsidiaries, taken as a whole.
Appears in 1 contract
Company Obligations. The In the event the Company elects to file a Registration Statement, the Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) 1. use commercially reasonable best efforts to cause such Registration Statement to become effective at 5:00 p.m., New York time, or as soon thereafter as practicable and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following 144 of the date 1933 Act without regard to any volume limitation requirements under Rule 144 of the Registration Statement covering all Registrable Securities was declared effective 1933 Act (the “Effectiveness Period”), ) and advise SuperCom the Rights Holders in writing when the Effectiveness Period has expired;
(b) 2. 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 effective for 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;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(d) 3. furnish to SuperCom each of the Rights Holders and its their collective, single designated 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 SuperCom each Rights Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Rights Holder that are covered by the related Registration Statement;
(e) 4. use commercially 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) 5. prior to any public offering of Registrable Securities, use commercially reasonable best efforts to (i) register or qualify or cooperate with SuperCom the Rights Holders and its 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 SuperCom the Rights Holders and (ii) 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(f4(e), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f4(e), or (iii) file a general consent to service of process in any such jurisdiction; or (iv) provide any undertakings that cause material expense or burden to the Company;
(g) 6. use commercially 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) 7. immediately notify SuperComthe Rights Holders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.; and
8. otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Rights 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 Rights 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; 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 4(h), “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).
Appears in 1 contract
Samples: Securities Purchase Agreement (Summer Energy Holdings Inc)
Company Obligations. The Company will use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:
(a) use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier earliest of (i) the date that is two (2) years after the date such Registration Statement is declared effective by the SEC, (ii) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, sold or otherwise disposed of pursuant to the Registration Statement or in a transaction in which the transferee receives freely tradable shares and (iiiii) the date on which all the Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions no longer constitute “Registrable Securities” pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective definition thereof (the “Effectiveness Period”), and advise SuperCom the Investors in writing when the Effectiveness Period has expired;
(b) prepare and file with the SEC such amendments and (including post-effective amendments amendments) and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for 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 therebythereby and, in the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the 1934 Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement;
(c) provide copies of to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four five (45) days Business Days prior to their filing with the SECSEC and not file with the SEC any such document or request the acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto to which such counsel reasonably objects;
(d) furnish to SuperCom the Investors and its their 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) Business 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 and Prospectus and each amendment or supplement thereto, 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 Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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, Prospectus and all amendments and supplements thereto and such other documents as SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially 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 commercially reasonable best efforts to register or qualify qualify, or cooperate with SuperCom the Investors and its their counsel in connection with the registration or qualification of of, unless an exemption from registration or qualification applies, such Registrable Securities for offer and sale under the securities or blue sky laws of such all applicable jurisdictions requested by SuperCom in the United States 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 commercially 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) immediately promptly notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.. By 9:30 a.m. New York time on the second Business Day following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors 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 Investors 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; andand make generally available (within the meaning of Rule 158 under the 1000 Xxx) 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);
Appears in 1 contract
Company Obligations. The Company will shall use reasonable its best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company willshall, as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement with respect to all Registrable Securities (but in no event later than the applicable Filing Deadline) and use reasonable its best efforts to cause such Registration Statement to become effective as soon as practicable following such filing (but in no event later than the Effectiveness Deadline) and to remain keep each Registration Statement continuously effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Buyers on a period that will terminate upon delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions restriction pursuant to Rule 144(k)144, including, without limitation, volume restrictions and without the need for current public information required by Rule 144(c)(1) or (iiiRule 144(i)(2) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective if applicable (the “Effectiveness Period”), ) and advise SuperCom the Buyers in writing when the Effectiveness Period has expired;
(b) ensure that, when filed and at all times while effective, each Registration Statement (including all amendments and supplements thereto) shall 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 prospectuses, in the light of the circumstances in which they were made) not misleading and disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities;
(c) submit to the SEC, within two (2) Business Days after the date that the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC (the “Staff”) or that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such request;
(d) respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later than fifteen (15) calendar days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective;
(e) 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 effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(c) provide copies of each Registration Statement and all amendments and supplements thereto to SuperCom no fewer than four (4) days prior to their filing with the SEC;
(df) furnish to SuperCom and its legal counsel the Buyers (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two one (21) Business Days Day 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 Prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SECStaff, and each item of correspondence from the SEC or the staff of the SECStaff, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (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 prospectusProspectus, and all amendments and supplements thereto thereto, and such other documents as SuperCom each Buyer may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Buyer that are covered by the related Registration Statement;
(eg) within one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, deliver, and cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Buyers whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form required by the transfer agent;
(h) not identify any Buyer as an underwriter in any public disclosure or filing with the SEC or any securities exchange and any Buyer being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement;
(i) use commercially 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;
(fj) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify or cooperate with SuperCom and its counsel the Buyers 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 SuperCom the Buyers 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(fsubsection 3(j), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(fsubsection 3(j), or (iii) file a general consent to service of process in any such jurisdiction;
(gk) use commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system the Trading Market or other market on which similar securities issued by the Company are then listed;
(hl) immediately notify SuperComthe Buyers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that 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 misleading in light of the circumstances then existing.;
(m) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, 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 Buyers 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 Buyers 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; andand 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 Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(m), “Availability Date” means the forty-fifth (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 ninetieth (90th) day after the end of such fourth fiscal quarter);
Appears in 1 contract
Samples: Registration Rights Agreement (Super League Gaming, Inc.)
Company Obligations. The Company will shall use commercially reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possibleshall:
(a) use commercially reasonable best efforts to cause such Registration Statement Statement, or a successor Registration Statement, to become effective and to remain continuously effective (other than during an Allowed Delay) for a period (the “Effectiveness Period”) that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement Statement, as amended from time to time, have been soldno longer constitute Registrable Securities, and (ii) three (3) years from the date on which all Registrable Securities covered by such Registration Statement may be sold by non-Affiliates of the Company immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), or (iii) 30 months following the date the Registration Statement covering all Registrable Securities was declared effective (the “Effectiveness Period”), and advise SuperCom in writing when the Effectiveness Period has expiredClosing Date;
(b) use commercially reasonable efforts to prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Securities Act and the 1934 Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;
(ci) provide copies of to and permit counsel designated by the Investors to review and provide comments on each Registration Statement no fewer than two (2) Business Days prior to their filing with the Commission and all amendments and supplements thereto to SuperCom no fewer than four one (41) days Business Day prior to their filing with the SECCommission, and (ii) consider comments from the Required Investors for incorporation in such Registration Statements or amendments and supplements thereto in good faith;
(d) furnish or otherwise make available (including via XXXXX) to SuperCom and its legal counsel the Investors (i) promptly after the same is prepared and publicly distributed, filed with the SECCommission, or received by the Company (but not later than two (2) Business 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 and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC Commission or the staff of the SECCommission, and each item of correspondence from the SEC Commission or the staff of the SECCommission, in each case relating to such Registration Statement if and to the extent the Company deems such information to be applicable to SuperCom (other than any portion of any thereof which contains information for which the Company has sought or plans to seek 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 SuperCom each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by SuperCom such Investor that are covered by the related Registration Statement;
(e) use commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness andeffectiveness, and (ii) if such order is issued, obtain the withdrawal of any such order at and to notify the earliest possible momentInvestors of the issuance of such order and the resolution thereof, if applicable;
(f) prior to any public offering of Registrable Securities, use commercially reasonable best efforts to register or qualify (unless an exemption from the registration or qualification exists) or cooperate with SuperCom the Investors and its 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 domestic jurisdictions as are reasonably requested by SuperCom 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 will 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 qualify, but for this Section 3(f8.2(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject subject, but for this Section 3(f8.2(f), or (iii) file a general consent to service of process in any such jurisdiction;
(g) use commercially reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each the securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are Common Stock is then listed;
(h) immediately promptly notify SuperComthe Investors, at any time prior to the end of the Effectiveness Period, upon following discovery that, or upon following the happening of any event as a result of which, the Prospectus 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 not misleading in light of the circumstances then existing, and and, subject to Section 8.1(c)(2) hereof, promptly prepare, file with the SEC Commission and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall will 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 misleading in light of the circumstances then existing.;
(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Investors 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 Investors 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; and
(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 Commission 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 use commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, for a period of twelve (12) months from the consummation of the Closing; (ii) file with the Commission in a timely manner all reports required of the Company under the Exchange Act; and (iii) furnish to each Investor upon request (including via XXXXX), as long as such Investor owns any Registrable Securities, (A) a written statement by the Company whether it has complied with the reporting requirements of the Exchange Act, (B) a copy (or a link to a website containing the same) 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 Commission that permits the selling of any such Registrable Securities without registration under Rule 144.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Cyclerion Therapeutics, Inc.)
