Company's Obligations in Registration. The obligation of the Company to register any Warrant Shares pursuant to Section 3.4 hereof includes the obligation to register under the same registration statement the related Warrants if such registration is necessary to effect the offer and sale of Warrant Shares to the public. If and whenever the Company is obligated by the provisions of this Section 3 to effect the registration of any Warrant Shares under the Act, as expeditiously as possible the Company will: (a) following the effectiveness of the applicable registration statement, use its best efforts to cause such registration statement to remain effective during the period required for the distribution of the securities covered by the registration statement; provided, however, that in the event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto, after the expiration of six months following the date on which such registration statement becomes effective under the Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Warrant Shares so registered and, provided, further, that this Section 3.5(a) shall only be effective for the period from the date hereof to that date which is two (2) years from the date hereof; (b) following the effectiveness of such registration statement, and subject to Section 3.14, as expeditiously as possible, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in 8 connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the disposition of all Warrant Shares covered by such registration statement, whenever the Warrantholders for whom such Warrant Shares are registered or are to be registered shall desire to dispose of the same, subject, however, to the two provisos contained in the immediately preceding clause (a); provided, however, that in any event the Company's obligations under this Section 3.5(b) shall terminate 90 days after the effective date of any such registration statement if none of the Warrant Shares registered thereunder shall have been sold; (c) as expeditiously as possible, furnish to the Warrantholders for whom such Warrant Shares are registered or are to be registered and to any underwriter or underwriters such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as such Warrantholders may reasonably request in order to facilitate the disposition of such Warrant Shares; (d) use its reasonable efforts to register or qualify the Warrant Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Warrantholders for whom such Warrant Shares are registered or are to be registered shall reasonably request, and do any and all other reasonable acts and things to so register or qualify which may be necessary or advisable to enable such Warrantholders to consummate the disposition in such jurisdictions of such Warrant Shares, provided that the Company shall only incur this obligation if it registers and qualifies the other securities included in the applicable registration statement; (e) furnish to the Warrantholders for whom such Warrant Shares are registered at the time of the first disposition of Warrant Shares by such Warrantholders an opinion of counsel for the Company (it being understood that only one such opinion shall be required to be delivered) acceptable to such Warrantholders to the effect that (i) a registration statement covering such Warrant Shares has been filed with the Commission under the Act and has been made effective by order of the Commission, (ii) to the best of such counsel's knowledge such registration statement and the prospectus contained therein comply as to form in all material respects with the requirements of the Act, (iii) no facts have come to the attention of such counsel (without independent investigation) which give such counsel reason to believe that such registration statement or such prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading, (iv) to the best of such counsel's knowledge, no stop order has been issued by the Commission suspending the effectiveness of such registration statement and no proceedings for the issuance of such a stop order are threatened or contemplated, (v) the Warrant Shares have been registered or qualified or are exempt from registration or qualification under the applicable provisions of the securities or blue sky laws of each state in which the Company shall be required, pursuant to Section 3.5(d), to register or qualify such Warrant Shares, and (vi) such other matters as such Warrantholders may reasonably request.
Appears in 1 contract
Company's Obligations in Registration. The obligation of the ------------------------------------- Company to register any Warrant Shares pursuant to Section 3.4 (S)3.4 hereof includes the obligation to register under the same registration statement the related Warrants if such registration is necessary to effect the offer and sale of Warrant Shares to the public. If and whenever the Company is obligated by the provisions of this Section 3 to effect the registration of any Warrant Shares under the Act, as expeditiously as possible the Company will:
(a) following expeditiously prepare and file with the effectiveness of the applicable Commission a registration statement, statement with respect to such Warrant Shares and use its best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement; provided, however, that in the event that the -------- ------- Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement in effect, or to prepare and file any amendments or supplements thereto, after the expiration of six months following the date on which such registration statement becomes effective under the Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Warrant Shares so registered and, provided, further, that this Section 3.5(a) shall only be effective for the period from the date hereof to that date which is two (2) years from the date hereofregistered;
(b) following the effectiveness of such registration statement, and subject to Section 3.14, as expeditiously as possible, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in 8 connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the disposition of all Warrant Shares covered by such registration statement, whenever the Warrantholders for whom such Warrant Shares are registered or are to be registered shall desire to dispose of the same, subject, however, to the two provisos proviso contained in the immediately preceding clause (a); provided, -------- however, that in any event the Company's obligations under this Section 3.5(b(S)3.5(b) ------- shall terminate 90 days after the effective date of any such registration statement if none of the Warrant Shares registered thereunder shall have been sold;
(c) as expeditiously as possible, furnish to the Warrantholders for whom such Warrant Shares are registered or are to be registered and to any underwriter or underwriters such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as such Warrantholders may reasonably request in order to facilitate the disposition of such Warrant Shares;
(d) use its reasonable efforts to register or qualify the Warrant Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Warrantholders for whom such Warrant Shares are registered or are to be registered shall reasonably request, and do any and all other reasonable acts and things to so register or qualify which may be necessary or advisable to enable such Warrantholders to consummate the disposition in such jurisdictions of such Warrant Shares, provided that the Company shall only incur this obligation if it registers and qualifies the other securities included in the applicable registration statement;
(e) furnish to the Warrantholders for whom such Warrant Shares are registered or are to be registered at the time of the first disposition of Warrant Shares by such Warrantholders an opinion of counsel for the Company (it being understood that only one such opinion shall be required to be delivered) acceptable to such Warrantholders to the effect that (i) a registration statement covering such Warrant Shares has been filed with the Commission under the Act and has been made effective by order of the Commission, (ii) to the best of such counsel's knowledge such registration statement and the prospectus contained therein comply as appear on their face to form be appropriately responsive in all material respects with to the requirements of the Act, (iii) no facts have and nothing has come to the said counsel's attention of such counsel (without independent investigation) which give such counsel reason would cause it to believe that either such registration statement or such prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made therein not misleading, (iii) a prospectus meeting the requirements of the Act is available for delivery, (iv) to the best of such counsel's knowledge, no stop order has been issued by the Commission suspending the effectiveness of such registration statement and and, to the best of such counsel's knowledge, no proceedings for the issuance of such a stop order are threatened or contemplated, (v) the Warrant Shares have been registered or qualified or are exempt from registration or qualification under the applicable provisions of the securities or blue sky laws of each state in which the Company shall be required, pursuant to Section 3.5(d(S)3.5(d), to register or qualify such Warrant Shares, have been complied with, and (vi) such other matters as such Warrantholders may reasonably request.
Appears in 1 contract
Company's Obligations in Registration. The obligation of the Company to register any Warrant Shares pursuant to Section 3.4 hereof includes the obligation to register under the same registration statement the related Warrants if such registration is necessary to effect the offer and sale of Warrant Shares to the public. If and whenever Whenever the Company is ------------------------------------- obligated by the provisions of this Section 3 to effect the registration of any Warrant Shares Registrable Securities under the Securities Act, as expeditiously as possible the Company willwill use its best efforts to:
(a) following prepare and file with the effectiveness of the applicable Commission, a registration statement, use its best efforts statement with respect to such Registrable Securities and cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement; effective, provided, however, that in the event that the Warrant Shares covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not -------- be required to keep such registration statement in effecteffective, or to prepare and file any amendments or supplements thereto, after later than the expiration last business day of six months the ninth month following the date on which such registration statement becomes effective under the Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to any of the Warrant Shares so registered Securities Act, and, provided, further, that this Section 3.5(a) in the event -------- ------- the Commission shall only have declared any other registration statement with respect to an offering of securities of the Company to be effective within four months prior to the Company's receiving a Request for Registration, the period from Company may delay the effective date hereof of the registration statement filed in response to that the Request for Registration until six months after the effective date which is two (2) years from of the date hereofprevious registration statement;
(b) following the effectiveness of such registration statement, and subject to Section 3.14, as expeditiously as possible, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in 8 connection therewith as may be necessary to keep such registration statement effective for a period of nine months following the date on which such registration statement becomes effective under the Securities Act and to comply with the provisions of the Securities Act with respect to the disposition of all Warrant Shares Registrable Securities covered by such registration statement, statement whenever the Warrantholders holders of Registrable Securities covered by such registration statement shall desire to dispose of the same;
(c) furnish to the holders of Registrable Securities for whom such Warrant Shares Registrable Securities are registered or are to be registered shall desire to dispose of the same, subject, however, to the two provisos contained in the immediately preceding clause (a); provided, however, that in any event the Company's obligations under this Section 3.5(b) shall terminate 90 days after the effective date of any such registration statement if none of the Warrant Shares registered thereunder shall have been sold;
(c) as expeditiously as possible, furnish to the Warrantholders for whom such Warrant Shares are registered or are to be registered and to any underwriter or underwriters such numbers of copies of a printed prospectus, including a preliminary prospectusprospectus and any amendments or supplements thereto, in conformity with the requirements of the Securities Act, and such other documents as such Warrantholders holders of Registrable Securities may reasonably request in order to facilitate the disposition of such Warrant SharesRegistrable Securities;
(d) use its notify each holder of Registrable Securities, at any time when a prospectus relating to the Registrable Securities covered by such registration statement is required to be delivered under the Securities Act, of the Company's becoming aware that the prospectus 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, and at the request of any holder of Registrable Securities, prepare and furnish to such holder any reasonable efforts number of copies of any supplement to or amendment of such prospectus necessary so that, as thereafter delivered to any purchaser of the 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;
(e) register or qualify the Warrant Shares Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Warrantholders holders of Registrable Securities for whom such Warrant Shares Registrable Securities are registered or are to be registered shall reasonably request, and do any and all other reasonable acts and things to so register or qualify which may be necessary or advisable to enable such Warrantholders holders of Registrable Securities to consummate the disposition in such jurisdictions of such Warrant SharesRegistrable Securities, provided provided, -------- however, that the Company shall only incur this obligation if it registers and qualifies the other securities included in the applicable registration statement;
(e) furnish to the Warrantholders for whom such Warrant Shares are registered at the time of the first disposition of Warrant Shares by such Warrantholders an opinion of counsel for the Company (it being understood that only one such opinion shall not be required to be delivered) acceptable to such Warrantholders to the effect that (i) a registration statement covering such Warrant Shares has been filed in connection with the Commission under the Act and has been made effective by order of the Commission, (ii) to the best of such counsel's knowledge such registration statement and the prospectus contained therein comply as to form in all material respects with the requirements of the Act, (iii) no facts have come to the attention of such counsel (without independent investigation) which give such counsel reason to believe that such registration statement or such prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading, (iv) to the best of such counsel's knowledge, no stop order has been issued by the Commission suspending the effectiveness of such registration statement and no proceedings for the issuance of such a stop order are threatened or contemplated, (v) the Warrant Shares have been registered or qualified or are exempt from registration or qualification under the applicable provisions of the securities or blue sky laws of each state in which the Company shall be required, pursuant to Section 3.5(d), to register or qualify such Warrant Shares, and (vi) such other matters as such Warrantholders may reasonably request.this clause -------
Appears in 1 contract
