Company Registration Statement. The Company Registration ------------------------------ Statement is effective and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Company Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Company Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The Company Registration Statement (including the information or documents incorporated by reference therein and all supplements, including the Supplement, and prospectus thereunder), at the time it was first declared effective, on the date of this Agreement, and on each Settlement Date, did not, do not and will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Shares are registered under the Securities Act by the Company Registration Statement.
Company Registration Statement. No Buyer makes any representation or warranty regarding the Company’s ability to have any registration statement filed by the Company pursuant to the Investor Registration Rights Agreement or otherwise declared effective by the SEC. The Company has the sole obligation to make any and all such filings as may be necessary to have any registration statement declared effective by the SEC.
Company Registration Statement. To the extent holder's Restricted Securities are intended to be included in a Company Registration Statement, holder may include any of its Restricted Securities in such Company Registration Statement pursuant to this Agreement only if holder furnishes to the Company in writing, within ten (10) business days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Act or such other information as the Company may reasonably request for use in connection with the Company Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Holder as to which the Company Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by holder not materially misleading.
Company Registration Statement. (i) If the Company shall determine to register any of its Common Shares either for its own account or for the account of any other shareholder (each such instance, a "Company Registration Statement" and the period during which such Company Registration Statement is effective, the "Company Registration Period"), other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:
(1) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and
(2) include in such Company Registration Statement (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, the Registrable Securities specified in a written request or requests made by the Holders within 15 days after receipt of the written notice from the Company described in clause (1) above, except as set forth in Section 2(b)(ii) below. Such written request may specify all or a part of the Holders' Registrable Securities. Each Holder wishing to sell Registrable Securities pursuant to the Company Registration Statement and related Prospectus agrees to deliver to the Company the Notice and Questionnaire, together with such information as the Company shall reasonably request, to the Company at least five business days prior to the effectiveness of the Company Shelf Registration Statement. Upon the delivery of the Notice and Questionnaire, and such other information as the Company shall reasonably request, to the Company, such Holder shall be deemed a Selling Holder. In the event any Holder requests inclusion in a Company Registration Statement pursuant to this Section 2(b) in connection with a distribution of Registrable Securities to its partners, the Company Registration Statement shall provide for the resale by such partners, if requested by such Holder.
Company Registration Statement. The Company has provided Purchasers a true and complete copy of the most recent registration statement on Form S-1 of the Company which will be submitted to the SEC, and the Company will provide Purchasers all other documents submitted to, filed or furnished to the SEC by the Company in connection with a potential IPO (collectively, the “Company Registration Statement”). The Company Registration Statement has complied as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder applicable to the Company Registration Statement, and the financial statements of the Company included in the Company Registration Statement comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year-end audit adjustments). The Company Registration Statement, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were submitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), did not contain any untrue statement of a material fact nor omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and as of the date of the Closing, the Company is not aware of any facts that would reasonably be expected to cause it to be ineligible to have the Company Registration Statement declared effective by the SEC.
Company Registration Statement. The Company shall use commercially ------------------------------ reasonable efforts to withdraw its registration statement on Form S-1 pursuant to Rule 477 of the Securities Act. The Company will not file any amendment or supplement to its previously filed registration statement.
Company Registration Statement. The Company Registration Statement is effective and the Company has not received notice that the SEC has issued or intends to issue a stop order with respect to the Company Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Company Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The Company Registration Statement, at the time it was first declared effective, on the date of this Agreement, and on the Additional Closing Date (if any), did not, does not, and will not contain any untrue statement of 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. The Company Registration Statement complies and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with any information furnished in writing to the Company by the Purchaser specifically for inclusion in the Registration Statement or the Prospectus. The Shares are registered under the Securities Act by the Registration Statement.
Company Registration Statement. The parties acknowledge that on May 7, 2007 the Company filed a registration statement on Form S-1 with the SEC to provide for the registration of the resale of shares of the Company’s common stock pursuant to Section 5 of the Securities Act (the “Registration Statement”). The Company agrees that during the term of this Agreement that (i) the Company will deliver to Parent copies of all correspondence received by the Company from the SEC with respect to the Registration Statement, including but not limited to all letters of comment from the Staff of the Division of Corporate Finance of the SEC, and (ii) the Company shall deliver any proposed amendments or supplements to such registration statement at least three (3) Business Days prior to filing with the SEC to Parent and Parent’s counsel for review and comment and in good faith give consideration to any comments received from Parent or Parent’s counsel and the Company shall deliver any proposed responses to any SEC correspondence for review and comment and in good faith give consideration to any comments thereto.
Company Registration Statement. The Trust Registration Statement and the Company Registration Statement are hereinafter collectively referred to as the "Registration Statements," and the Trust Prospectus and the Company Prospectus are hereinafter collectively referred to as the "Prospectuses."
Company Registration Statement. To the best knowledge of the Selling Stockholder, after due and careful inquiry, the Company Registration Statement did not, as of the Effective Date, 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; provided that the representations and warranties in this Section 2(b)(vii) only apply to statements or omissions in the Company Registration Statement based on and in conformity with information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use therein, which information is specified in Section 8(b); and provided, further that no representation or warranty is made as to information contained in or omitted from the Company Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein, which information is specified in Section 12(h).
