Company Procedures. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or any lesser period of time in the event the distribution described in such registration statement has been fully completed; provided, however, that the Company shall not be obligated to keep such registration statement effective if the Company receives a request for registration pursuant Section 7.2(a) of the Series C Agreement (other than from a Holder) or pursuant to Section 2 of the 1997 Rights Agreement on or prior to the date that six (6) months after the effective date of, such registration statement. Any such period during which the Company is excused by operation of this Section 4.1(a) from maintaining the effectiveness of the registration statement is referred to as a "Suspension Period."
(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Holders.
(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.
(f)...
Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall:
(i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto;
(ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, or any document incorporated therein by reference in order that such documents 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 not misleading, and (F) of the Company's determination that a further post-effective amendment to such Registration Statement would be appropriate;
(iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto,...
Company Procedures. The Managing Member shall cause the Company to maintain its existence separate and distinct from any other Person, including, without the need to obtain approval of the Class A Members, by taking the following actions:
(a) maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtaining and preserving its qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated in this Agreement;
(b) conducting its affairs separately from those of the Managing Member and its Affiliates and maintaining accurate and separate books and records;
(c) acting solely in its own limited liability company name and not that of any other Person, including the Managing Member or any of its Affiliates;
(d) not holding itself out as having agreed to pay, or as being liable for, the obligations of the Managing Member or any of its Affiliates;
(e) not commingling its assets with those of any other Person;
(f) observing all limited liability company formalities required in this Agreement and by its Certificate of Formation;
(g) not acquiring obligations of its Members, the Managing Member or any of their respective Affiliates (other than the Company or the Project Companies);
(h) holding itself out as a separate entity; and
(i) correcting any known misunderstanding regarding its separate identity.
Company Procedures. The board of directors and Shareholders’ Meeting of the Seller and the Target Company shall pass necessary resolutions to approve the proposed transaction under the transaction document, and approve the conclusion, delivery and performance of each transaction document to which it is a party.
Company Procedures. The board of directors and shareholders’, meeting of each Warrantor shall pass necessary resolutions to approve the proposed transaction under the reorganization plan to which it is a party;
Company Procedures. Customer shall comply with Company's procedures related to performance under this Agreement as established by Company from time to time.
Company Procedures. In connection with the Company's registration ------------------ undertakings pursuant to Sections 2 and 3 and, except as otherwise provided herein, the Company shall comply with each of the following: (i) use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities pursuant to the Shelf Registration Statement in accordance with the intended method or methods of distribution thereof specified in the Shelf Registration Statement or in the related prospectus(es) (the "Shelf Prospectus"); (ii) in connection with each Piggyback Registration, prepare and file with the SEC a Registration Statement with respect thereto (each, a "Piggyback Registration Statement") and use all commercially reasonable efforts to cause such Piggyback Registration Statement to become effective; (iii) prepare and file with the SEC such amendments and supplements to each Piggyback Registration Statement and the Prospectus used in connection therewith (each, a "Piggyback Prospectus") as may be necessary to keep such Piggyback Registration Statement effective for a period of not less than one hundred twenty (120) days after its original effective date; (iv) comply with such provisions of the Securities Act as may be necessary to facilitate the offer, sale or disposition of all Registrable Securities covered by each Registration Statement during the applicable period in accordance with the Securities Act and the intended method or methods of offer, sale or disposition thereof set forth in such Registration Statement or the Prospectus or any amendment or supplement thereto; (v) notify the Warrant Holders, promptly (A) when each Registration Statement, Prospectus, amendment or supplement thereto or further post-effective amendment has been filed, and, with respect to such Registration Statement or further post-effective amendment when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or Prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing (and copies thereof) and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale...
Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall not be required to maintain and keep any such registration under the Securities Act effective for a period equal to the shorter of thirty (30) days or that time reasonably necessary to permit the disposition of the Registrable Securities subject to such registration. Subject to such limitation, in connection with the Company's registration obligations pursuant to Sections 2 and 3, the Company shall:
(i) keep each of the Stockholders whose Registrable Securities are included in any registration advised as to the initiation and completion of such registration;
(ii) deliver to each Stockholder, without charge, as many copies of the then-effective Prospectus covering such Registrable Securities and any amendments or supplements thereto as such Stockholder may reasonably request;
(iii) cooperate with the Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold; and
(iv) prepare and file, if necessary, a post-effective amendment or supplement to the Registration Statement or the related Prospectus(es) or any document incorporated therein by reference or file any other required document so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading.
Company Procedures. In connection with the Company's registration obligations pursuant to Section 6 or Section 7, the Company shall keep such registration effective for the shorter of (i) ninety (90) days or (ii) until Stockholder(s) has completed the distribution described in the registration statement relating thereto; provided, however, that such 90-day period shall be extended for a period of time equal to the period during which Stockholder(s) refrains from selling any securities included in such registration in accordance with provisions in Section 10 of this Agreement; and subject to such limitation, in connection with the Company's registration obligations pursuant to Section 6 or Section 7, the Company shall:
(i) keep each of the Stockholders whose Registrable Securities are included in any registration advised as to the initiation and completion of such registration;
(ii) deliver to each Stockholder, without charge, as many copies of the then-effective Prospectus covering such Registrable Securities and any amendments or supplements thereto as such Stockholder may reasonably request;
(iii) cooperate with the Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold; and
(iv) prepare and file, if necessary, a post-effective amendment or supplement to the Registration Statement or the related Prospectus(es) or any document incorporated therein by reference or file any other required document so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading.
Company Procedures. The Company shall conduct its business in accordance with all requisite limited liability company procedures and formalities, including, without limitation, maintaining proper limited liability company records and books of account.
