Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b). c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing. d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 9 contracts
Samples: Warrant Agreement (Shells Seafood Restaurants Inc), Warrant Agreement (Shells Seafood Restaurants Inc), Warrant Agreement (Shells Seafood Restaurants Inc)
Company’s Obligations. a. In Whenever Holders have requested that any Registrable Securities be registered pursuant to this Agreement (it being agreed that in connection with any Exchange Registration pursuant to Section 4.4, only paragraphs (a), (c), (d), (e) and (j) below shall be applicable, and in connection with any shelf registration pursuant to Section 3.1, only paragraphs (c), (e) and (j) below shall be applicable ), the Company shall use its commercially reasonable efforts to effect the registration and sale of the Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") Holders in accordance with Section 10.1 or Section 10.2 abovethe intended method of disposition thereof and, pursuant thereto, the Company agrees to: shall as expeditiously as possible:
(ia) prepare and file with the SEC Commission a registration statement with respect to such shares Registrable Securities and use its best commercially reasonable efforts to cause such registration statement to become effective and remain effective as provided herein; for a period of not less than one hundred fifty (ii150) enter into a cross-indemnity agreement, days or until the Holders have finished the distribution described in customary form, with each underwriter, if any; such registration statement;
(iiib) subject prior to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments amendment or supplements theretosupplement thereto in respect of any Demand Registration, furnish to the Holders and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to each Seller the Holders and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all such documents so filed including, if requested, exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as the Holders or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Holders (subject to the limitations set forth herein). The Holders shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to the Holders and the Company shall use its all commercially reasonable efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) after the filing of the registration statement; and notify each Seller of , (i) cause the related prospectus to be supplemented by any stop order issued or threatened by required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; Securities Act, (ivii) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such the applicable period in accordance with the intended methods of disposition by the Sellers Holders thereof set forth in such registration statement; statement or supplement to such prospectus and (viii) furnish promptly notify the Holders of any stop order issued or threatened by the Commission suspending the effectiveness of such registration statement or any state securities commission and take all commercially reasonable efforts to each Seller prevent the entry of such stop order or to obtain the withdrawal of such order if entered.
(d) to the extent any “free writing prospectus” (as defined in Rule 405 under the Securities Act) is used, file with the Commission any free writing prospectus that is required to be filed by the Company with the Commission in accordance with the Securities Act and retain any free writing prospectus not required to be filed.
(e) use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Holder or each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto reasonably (in each case including all exhibits thereto), the prospectus included in light of such registration statement member’s intended plan of distribution) requests and (including each preliminary prospectusii) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify cause such Registrable Securities under to be registered with or approved by such other securities governmental agencies or Blue Sky laws authorities as may be necessary by virtue of such jurisdictions as any Seller or any such underwriter reasonably requests in writing the business and keep such registrations or qualifications in effect for so long as such registration statement remains in effect operations of the Company and do any and all other acts and things which that may be reasonably necessary or advisable to enable such Seller the Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; providedthe Holders, however, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, qualify but for this Section 10.3(a)(vi6.1(e), (B) subject itself to taxation in any such jurisdiction or (BC) consent to general service of process in any such jurisdiction; .
(viif) immediately notify the Holders or each Sellerunderwriter, if any, at any time when a prospectus relating to such Seller's Registrable Securities thereto is required to be delivered under the Securities Act, of the occurrence of any an event as a result requiring the preparation of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; misleading and promptly prepare and make available to the Holders or underwriter, if any, and file with the Commission any such supplement or amendment.
(viii)cause g) enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including if necessary the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority.
(h) subject to the execution of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith judgment, pursuant to the reasonable request of the underwriter (if any), give to each underwriter (if any) and its counsel and accountants (i) reasonable and customary access to its books and records and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel and the independent public accountants who have certified its financial statements, as shall be listed appropriate, in the reasonable judgment of counsel to the underwriter, to enable them to exercise their due diligence responsibility, provided that any such discussions shall be done in a manner so as to not unreasonably disrupt the operation of the business of the Company.
(i) use its commercially reasonable efforts to furnish to the Holders and to each such underwriter, if any, a signed counterpart, addressed to such person or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as the Holders (solely in the case of a Demand Registration) or underwriter reasonably requests.
(j) use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any Exchange securities exchange or NASDAQ quotation system on which similar securities issued by any of the Company Registrable Securities are then listed; listed or traded.
(ixk) provide a transfer agent, a registrar and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120l) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account have appropriate officers of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of its general partner (i) prepare and make presentations at “road shows” and before analysts and rating agencies, as the Company's assets, to which the Company or any of its affiliates is, or is expected to case may be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (xii) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant take other actions to this Section 10.3(b) more than once in obtain ratings for any twelve (12)-month period, Registrable Securities and (ziii) there shall be added otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the period during which underwriters in the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Selleroffering, as a condition to registering his, her marketing or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number selling of the Registrable Securities owned by itSecurities; provided that, and notwithstanding the intended method of distribution foregoing, such officers of the Registrable Securities proposed Company and/or its general partner shall not be required to be sold by participate in more than five (5) Business Days per any Demand Registration in total of such Seller as the Company may from time to time reasonably request in writingpresentations, road shows or any other marketing or selling events.
d. Each Seller agrees that, upon receipt of any notice from (m) cooperate with the Company of Holders to facilitate the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition timely delivery of Registrable Securities pursuant to the registration statement covering be sold, which shall not bear any restrictive legends, and to enable such Registrable Securities until to be issued in such Seller's receipt of copies of denominations and registered in such names as the supplemented or amended prospectus contemplated by Section 10.3(a)(viiHolders may reasonably request at least two (2) above and, if so directed by the Company, such Seller will deliver Business Days prior to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing closing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller sale of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in forceRegistrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Carlyle Group L.P.), Registration Rights Agreement (Carlyle Group L.P.)
Company’s Obligations. a. In connection Whenever the Company is obligated to file a Registration Statement with the SEC pursuant to Article II, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 abovethe intended method of disposition thereof and, the Company agrees to: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements pursuant thereto, the Company shall furnish have the following obligations:
(a) make all required filings with FINRA;
(b) subject to each Seller copies of all such documents so filed includingSection 2.01(a), if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements post-effective amendments to such registration statement the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such registration statement the Registration Statement effective for such period as required herein, the Registration Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition distribution of all securities of the Registrable Securities covered thereby;
(c) provide copies to and permit counsel designated by such registration statement during such period in accordance the Holders to review the Registration Statement and all amendments and supplements thereto no fewer than three Business Days prior to their filing with the intended methods SEC and not file any document to which such counsel reasonably objects;
(d) notify the Holders, Holders’ counsel and the managing underwriter(s) of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriterany underwritten offering, if any, without charge(i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement or any Free Writing Prospectus has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC for amendments or supplements to such Registration Statement or to such Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or the institution of any proceedings for any such purposes;
(e) furnish to the Holders and 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 Business Days after the filing date, receipt date or sending date, as the case may be) one copy of 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 the Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of the registration statementa Prospectus, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each a preliminary prospectus) , and all amendments and supplements thereto and such other documents as such Seller each Holder may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold owned by such Seller; Holder that are covered by the Registration Statement;
(vif) use its commercially reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement and (ii) if any such order is issued, obtain the withdrawal of any such order as soon as reasonably possible;
(g) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Holders and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under such other the securities or Blue Sky laws blue sky Laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect requested by the Holder and do any and all other commercially reasonable acts and or things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition distribution in such jurisdictions of the Registrable Securities owned covered by such Sellerthe Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (Ai) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, qualify but for this Section 10.3(a)(vi4.01(g), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 4.01(g), or (Biii) file a general consent to general service of process in any such jurisdiction; ;
(viih) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on the Principal Market;
(i) promptly notify each Sellerthe Holders, at any time when a prospectus relating prior to such Seller's Registrable Securities is required to be delivered under the Securities Act, end of the occurrence Registration Period, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains 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 misleadingmisleading in light of the circumstances then existing, and as soon as practicable prepare promptly prepare, file with the SEC and furnish to such Holder a supplement to or an amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, Prospectus as may be necessary so that such prospectus will Prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by provided, that the Company are then listed; (ix) provide a transfer agent, registrar shall advise the Holders and CUSIP number for the managing underwriters in writing to cease all sales under the Registration Statement until such Registrable Securities not later than supplement is filed with the SEC or the effective date of such registration statement; (x) to amendment, as applicable, and such Holders and the extent managing underwriters shall not engage in any such sales until the filing date of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers supplement or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition effective date of such Registrable Securities; amendment, as applicable;
(xij) make available for inspection by file any final Prospectus, including any supplement or amendment thereof, with the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition SEC pursuant to such registration statementRule 424 under the Securities Act, and promptly inform the Holders in writing if, at any counsel retained by any such underwritertime during the Registration Period, all pertinent financial and other information and corporate documents of the Company reasonably requesteddoes not satisfy the conditions specified in Rule 172 and, and cause as a result thereof, the Company's officers, directors and employees Holders are required to supply all information reasonably requested by any such Seller, underwriter or counsel deliver a Prospectus in connection with such registration statement; any disposition of Registrable Securities;
(xiik) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, security holders not later than the Availability Date (as soon as reasonably practicabledefined below), an earnings statement covering the a period of at least twelve (12) months subsequent to 12 months, beginning after the effective date of the registration statementeach Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Act, including Rule 158 thereunder.
b. Any other provisions promulgated thereunder (for the purpose of this Section 10 notwithstanding4.01(k), upon receipt by “Availability Date” means the Securityholders of a written notice signed by 45th day following the chief executive officer or chief financial officer end of the Company to fourth fiscal quarter that includes the effect set forth beloweffective date of such Registration Statement, except that, if such fourth fiscal quarter is the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition last quarter of the Company's assets’s fiscal year, to which “Availability Date” means the Company or any of its affiliates is, or is expected to be, a party. In 90th day after the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt end of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.fourth fiscal quarter);
Appears in 2 contracts
Samples: Registration Rights Agreement (Standard Parking Corp), Registration Rights Agreement (Standard Parking Corp)
Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 9.1 or Section 10.2 9.2 above, and in addition to its other obligations under this Section 9, the Company agrees to: :
(i) with respect to any registration pursuant to Section 9.1(a) or 9.1(b), prepare and file with the SEC Commission a registration statement on the form specified in such section, with respect to the Registrable Securities to be registered pursuant to such shares section, and to use its best efforts to cause such registration statement to become and remain effective as provided herein; in such section;
(ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; , and each Seller;
(iii) subject to the provisions of Section 10.1 9.1 and Section 10.2 9.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been mademade (or, in the case of a registration under Section 9.1(a), all such Registrable Securities); and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; ;
(iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective (A) with respect to a registration statement under Section 9.1(b) or Section 9.2, for a period of six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such period as required hereinor (B) with respect to a Shelf Registration Statement, until all the Registrable Securities covered by such registration statement are sold, and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.intended
Appears in 1 contract
Company’s Obligations. a. In connection with (a) With a view to making available the registration benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities on behalf of to the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 abovepublic without registration, the Company agrees to use its best lawful efforts to: :
(i) prepare Make and file keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times during which the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act");
(ii) File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at all times during which the Company is subject to such reporting requirements); and
(iii) So long as the Holder owns any Notes, Warrant(s) or Registrable Securities, to furnish to the Holder within ten (10) business days upon written request by the Holder a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and with regard to the Securities Act and the Exchange Act (at all times during which the Company is subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company.
(b) The Company agrees that it will furnish to the Holder such number of prospectuses, offering circulars or other documents incident to any registration, qualification or compliance, as the Holder from time to time may reasonably request.
(c) The Company shall advise the Holder and, if requested by the Holder, confirm such advice in writing:
(i) when a registration statement and any amendment thereto has been filed with respect to such shares the Commission and use its best efforts to cause such when the registration statement to or any post-effective amendment thereto has become and remain effective as provided hereineffective; and
(ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in issuance by the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller Commission of any stop order issued suspending effectiveness of the Registration Statement or threatened the initiation of any proceedings for that purpose;
(iii) the receipt by the SEC and use its best efforts Company of any notification with respect to prevent the entry suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such stop order or to remove it if enteredpurpose; and
(iv) prepare and file with the SEC happening of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such amendments of and supplements to such date, the registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or and do not omit to state any a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading; misleading (viii)cause all such which advice shall be accompanied by an instruction to suspend the use of the prospectus relating to the Registrable Securities until the requisite changes have been made).
(d) The Company shall bear and pay all expenses and fees incurred in connection with the Registration Statement pursuant to Section 1 for any Holder, including registration, qualification and filing fees, exchange listing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, fees and expenses of counsel for the Agent (as defined in the Note Agreement) of the Holder up to $1,500, blue sky fees and expenses and the expenses of any special audits incident to or required by any such registration, but excluding (i) underwriting discounts and commissions relating to Registrable Securities (which shall be listed on any Exchange or NASDAQ on which similar securities issued paid by the Holders) and (ii) fees and expenses of counsel for the Agent of the Holder in excess of $1,500.
(e) In connection with the preparation and filing of a registration statement under the Securities Act pursuant to this Agreement, the Company are then listed; (ix) provide a transfer agentwill give the Holder, registrar its counsel and CUSIP number for all such Registrable Securities not later than accountants, the effective date opportunity to participate in the preparation of such registration statement; , each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto.
(xf) If there is a significant business opportunity (including but not limited to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers acquisition or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; assets (xiother than in the ordinary course of business) make or any merger, consolidation, tender offer or similar transaction) available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company which its board of directors reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion determines not to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgmentbest interest to disclose, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) then the Company may not defer suspend the filing right of a requested registration pursuant the Holder to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its sell Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed under a Registration Statement for one period not to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days exceed 20 Business Days during the period from and including Effectiveness Period (the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above"Blackout Period"). e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.ARTICLE THREE Indemnification
Appears in 1 contract
Samples: Registration Rights Agreement (Teraforce Technology Corp)
Company’s Obligations. a. In connection with the registration Company's obligation to --------------------- effect a Shelf Registration pursuant to Section 1, or in the event the Company files a Registration Statement in connection with an Underwritten Offering pursuant to Section 2, it shall:
(a) Prior to the filing of Registrable Securities on behalf any Shelf Registration or Registration Statement or any amendment or supplement thereto, furnish to the Holders and one counsel chosen by the selling Holders copies of all documents required to be filed, which documents shall be subject to review by such Holders and counsel before the filing is made, and comply with any reasonable request made by such Holders or counsel to make changes to any information relating to such Holders contained in such filing or documents;
(b) Notify the Holders as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date of such Shelf Registration or Registration Statement;
(c) Notify the Holders, promptly after the Company shall receive notice thereof, of the holders thereof time when such Shelf Registration or Registration Statement became effective or any amendment or supplement to any prospectus forming a part of such Shelf Registration or Registration Statement has been filed;
(d) Notify the Holders promptly of any request by the Commission for the amending or supplementing of such Securityholders being referred to herein as "Sellers"Shelf Registration, Registration Statement or related prospectus or for additional information;
(e) in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare Prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or Commission any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the Shelf Registration, Registration Statement or related prospectus used in connection therewith as which may be necessary or advisable to keep such registration statement Shelf Registration or Registration Statement effective for such period as required herein, and to comply with the provisions of the Securities Act with respect to the disposition offer of all securities the Registrable Shares covered by such registration statement Shelf Registration or Registration Statement during the period required for the distribution of such period securities, which, in accordance the case of a Registration Statement filed pursuant to Section 2 in connection with an Underwritten Offering, shall not be in excess of 120 days from the effective date of the Registration Statement or post-effective amendment pursuant to which such Registrable Shares may be sold;
(f) Prepare and promptly file with the intended methods of disposition by Commission, and promptly notify the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies Holders of the registration statementfiling, each of any amendment and or supplement thereto (in each case including all exhibits thereto), the to such Shelf Registration or Registration Statement or prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary to correct any statements therein or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Selleromission therefrom if, at any time when a prospectus relating to such Seller's Registrable Securities Shares is required to be delivered under the Securities Act, of the occurrence of any event with respect to the Company shall have occurred as a result of which the any prospectus included in such registration statement contains would include an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; ;
(viii)cause all g) In case the Holders or any underwriter(s) for the Holders are required to deliver a prospectus, prepare promptly upon request such amendment or amendments to such Shelf Registration or Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(h) Advise the Holders promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Shelf Registration or Registration Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose, and promptly use its maximum reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(i) Use its maximum reasonable efforts to qualify such Registrable Securities Shares for sale under the securities or blue sky laws of such states within the United States as the Holders may reasonably designate, except that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any such state or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(j) Furnish to the Holders, as soon as available, copies of any such Shelf Registration or Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be listed prepared thereto, all in such quantities required as they may from time to time reasonably request;
(k) Enter into a written underwriting agreement in customary form and substance satisfactory to the Company and any managing underwriter or underwriters of any Underwritten Offering;
(l) Include for quotation all Registrable Shares covered by such Shelf Registration or Registration Statement on any Exchange the NASDAQ National Market or NASDAQ such other securities exchange on which similar securities issued by the Company are Common Stock may then listed; be traded;
(ixm) provide Provide a transfer agent, agent and registrar and CUSIP number for all Registrable Shares covered by such Registrable Securities Shelf Registration or Registration Statement not later than the effective date of such registration statementShelf Registration or Registration Statement; and
(xn) Comply or continue to comply in all material respects with the extent Securities Act and the Securities Exchange Act of an underwritten offering1934, enter into an underwriting agreement in customary form and take all such other actions that as amended (the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement"Exchange Act"), and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period Commission promulgated thereunder. Each Holder of at least twelve (12) months subsequent to the effective date Registrable Shares agrees by acquisition of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees Shares that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 10.3(a)(vii3(f) abovehereof, such Seller shall Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities Shares until such SellerHolder's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii3(f) above. e. The hereof, or until it is advised in writing by the Company shall not file or permit that the filing use of the prospectus may be resumed, and has received copies of any registration additional or comparable statement which refers supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to any Seller by name or otherwise as the Seller of any securities Company all copies, other than permanent file copies, then in such Holder's possession of the Company unless prospectus covering such reference to Registrable Shares current at the time of receipt of such Seller is required by the Securities Act or any similar federal statute then in forcenotice.
Appears in 1 contract
Samples: Registration Rights Agreement (Signature Resorts Inc)
Company’s Obligations. a. In connection with the Subject to Section 1.2(b) above, whenever affecting a registration of any Registrable Securities on behalf of the holders thereof (such Securityholders being referred pursuant to herein as "Sellers") in accordance with this Section 10.1 or Section 10.2 above1, the Company agrees to: shall, as expeditiously as reasonably possible:
(ia) prepare Prepare and file with the SEC Commission a registration statement with respect to such shares Registrable Securities and use its reasonable best efforts to cause such registration statement to become and remain effective, and, upon request of the Holders of the a majority of the Registrable Securities registered thereunder, keep such registration statement effective as provided herein; for a period of up to one hundred eighty (ii180) enter into a cross-indemnity agreementdays, in customary form, with each underwriteror, if any; (iii) subject to earlier, until the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include distribution contemplated in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have has been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; completed.
(ivb) prepare Prepare and file with the SEC Commission such amendments of and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions provision of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with statement.
(c) Furnish to the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, Holders such number of copies of the registration statement, each amendment and supplement thereto (in each case a prospectus including all exhibits thereto), the prospectus included in such registration statement (including each a preliminary prospectus) , in conformity with the requirements of the Securities Act and such other documents documentation as such Seller they may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold owned by such Seller; them.
(vid) use Use its reasonable best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may shall be reasonably necessary or advisable to enable such Seller to consummate requested by the disposition in such jurisdictions of the Registrable Securities owned by such Seller; providedHolders, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) file a general consent to general service of process in any such jurisdiction; states or jurisdictions.
(viie) notify In the event of any underwritten public offering, enter and perform its obligations under an underwriting agreement, in usual and customary form, with managing underwriter of such offering.
(f) Notify each Seller, Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating to such Seller's Registrable Securities thereto is required to be delivered under the Securities Act, of Act or the occurrence happening of any event as a result of which the prospectus included in such registration statement contains statement, 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, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to misleading in the purchasers light of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; circumstances then existing.
(viii)cause g) Cause all such Registrable Securities registered pursuant to this Section 1 to be listed on any Exchange or NASDAQ each securities exchange on which similar securities issued by the Company are then listed; .
(ixh) provide Provide a transfer agent, agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of such registration statement; registration.
(xi) Take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be sold pursuant to the extent of an underwritten offering, enter into an underwriting agreement registration statement and to enable such certificates to be in customary form such denominations and take all registered in such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 names as the Sellers Holder or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause viii) cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with xiii) with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Company’s Obligations. a. In connection with the registration Company's obligation to effect a Shelf Registration pursuant to Section 1, or in the event the Company files a Registration Statement in connection with an Underwritten Offering pursuant to Section 2, it shall:
(a) Notify the Holders as to the filing thereof and of Registrable Securities on behalf all amendments or supplements thereto filed prior to the effective date of such Shelf Registration or Registration Statement;
(b) Notify the Holders, promptly after the Company shall receive notice thereof, of the holders thereof time when such Shelf Registration or Registration Statement became effective or any amendment or supplement to any prospectus forming a part of such Shelf Registration or Registration Statement has been filed;
(c) Notify the Holders promptly of any request by the Commission for the amending or supplementing of such Securityholders being referred to herein as "Sellers"Shelf Registration or Registration Statement or prospectus or for additional information;
(d) in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare Prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or Commission any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement Shelf Registration or Registration Statement and the prospectus used in connection therewith as which may be necessary or advisable to keep such registration statement Registration Statement effective for such period as required herein, and to comply with the provisions of the Securities Act with respect to the disposition offer of all securities the Registrable Shares covered by such registration statement Registration Statement during the period required for the distribution of such securities, which, in the case of a Registration Statement filed pursuant to Section 2 in connection with an Underwritten Offering, such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required in excess of 120 days from the effective date of the Registration Statement or post-effective amendment pursuant to which such Registrable Shares may be sold;
(Ae) qualify generally Prepare and promptly file with the Commission and promptly notify the Holders of the filing of such amendment or supplement to do business in such Shelf Registration or Registration Statement and the prospectus as may be necessary to correct any jurisdiction where it would not otherwise be required to qualify, statements therein or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Selleromission therefrom if, at any time when a prospectus relating to such Seller's Registrable Securities Shares is required to be delivered under the Securities Act, of the occurrence of any event with respect to the Company shall have occurred as a result of which the any prospectus included in such registration statement contains would include an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; ;
(viii)cause all f) In case the Holders or any underwriter(s) for the Holders are required to deliver a prospectus, prepare promptly upon request such Registrable Securities to be listed on any Exchange amendment or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant amendments to such registration statement, Shelf Registration or Registration Statement and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of prospectus or prospectuses as may be necessary to permit compliance with the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions requirements of Section 11(a9(a)(3) of the Securities Act and Rule 158 thereunder.Act;
b. Any other provisions (g) Advise the Holders promptly after the Company shall receive notice or obtain knowledge of this Section 10 notwithstanding, upon receipt the issuance of any stop order by the Securityholders Commission suspending the effectiveness of a written notice signed by the chief executive officer any such Shelf Registration or chief financial officer Registration Statement or amendment thereto or of the Company initiation or threatening of any proceedings for that purpose, and promptly use its maximum reasonable efforts to prevent the effect set forth belowissuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) Use its maximum reasonable efforts to qualify such Registrable Shares for sale under the securities or blue sky laws of such states within the United States as the Holders may reasonably designate, except that the Company shall not be obligated during required in connection therewith or as a reasonable period condition thereto to qualify to do business in any such state or to take any action which would subject it to general service of time (process in any such jurisdiction where it is not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, then so subject; and
(i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant Furnish to the registration statement would materially Holders, as soon as available, copies of any such Shelf Registration or Registration Statement and adversely affect an underwritten public offering for the account of the Company each preliminary or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates isfinal prospectus, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her supplement or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed amendment required to be sold by prepared thereto, all in such Seller quantities required as the Company they may from time to time reasonably request in writing.
d. request. Each Seller Holder of Registrable Shares agrees by acquisition of such Registrable Shares that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 10.3(a)(vii3(e) abovehereof, such Seller shall Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities Shares until such SellerHolder's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii3(e) above. e. The hereof, or until it is advised in writing by the Company shall not file or permit that the filing use of the prospectus may be resumed, and has received copies of any registration additional or comparable statement which refers supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to any Seller by name or otherwise as the Seller of any securities Company all copies, other than permanent file copies, then in such Holder's possession of the Company unless prospectus covering such reference to Registrable Shares current at the time of receipt of such Seller is required by the Securities Act or any similar federal statute then in forcenotice.
Appears in 1 contract
Samples: Registration Rights Agreement (Signature Resorts Inc)
Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause viii) cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with xiii) with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof Company's obligation to effect a Registration, it shall:
(such Securityholders being referred to herein as "Sellers"a) in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) Promptly prepare and file with the SEC Commission a registration statement with respect to the shares to be included in such shares Registration ("Shares") and use its best commercially reasonable efforts to cause such registration statement to become and remain effective as provided herein; soon as reasonably practicable thereafter;
(iib) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare Prepare and file with the SEC such amendments of and supplements to such registration statement and supplements to the prospectus used in connection therewith contained therein as may be necessary to keep such registration statement effective for such period as required herein, ;
(c) Furnish to the Selling Holders and comply with the provisions to any underwriters of the Securities Act with respect to the disposition of all securities covered by Shares such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) , final prospectus, and such other documents as such Seller underwriters may reasonably request in order to facilitate the disposition public offering of the Registrable Securities proposed to be sold by such Seller; securities;
(vid) use its reasonable best efforts to register Register or qualify such Registrable Securities the Shares under such other state securities or Blue Sky "blue sky" laws of such jurisdictions as the Selling Holders may reasonably (in light of a reasonable plan of distribution) request as soon as reasonably practicable, but in any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as event within twenty (20) days following the original filing of such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Sellerstatement; provided, however, that the Company shall not be required to (A) take any action in any jurisdiction which would require it to qualify generally to do business in any such jurisdiction where or otherwise subject it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in process, except with respect to the offering and sale of Shares;
(e) Notify the Selling Holders promptly after it shall receive notice thereof of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such jurisdiction; registration statement has been filed;
(viif) Notify the Selling Holders promptly of any request by the Commission or applicable state securities agency for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and promptly file with the Commission and promptly notify each Sellerthe Selling Holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at any the time when a prospectus relating to such Seller's Registrable Securities securities is required to be delivered under the Securities Act, of the occurrence of any event as a shall have occurred, the result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, or any other prospectus as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by provided however that the Company need not file any registration statement amendment or prospectus supplement with respect to the Shelf Registration on the account of the existence of a proposed financing, stock offering, reorganization, recapitalization, merger, consolidation or similar transaction until such occurrence has been publicly announced;
(h) In case the Selling Holders or any underwriter are required to deliver a prospectus at a time when the prospectus then listed; in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act as soon as reasonably practicable thereafter;
(ixi) provide Advise the Selling Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its commercially reasonable to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(j) Not file any amendment or supplement to such registration statement or prospectus to which any of the Selling Holders shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a transfer agent, registrar copy thereof prior to the filing thereof;
(k) At the request of any Selling Holder (1) use its commercially reasonable efforts to obtain and CUSIP number for all such Registrable Securities not later than furnish on the effective date of the registration statement or, if such registration statement; (x) to the extent of registrations include an underwritten public offering, enter into at the closing provided for in the underwriting agreement, an underwriting agreement in customary form and take all opinion, dated such other actions that date, of the Sellers or counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Selling Holders making such request, which shall contain such statements as the underwriters may reasonably request in order request, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (i) to expedite or facilitate the disposition best of such Registrable Securitiescounsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (xiii) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, related prospectus, and any counsel retained by any such underwriter, each amendment or supplement thereto comply as to form in all pertinent financial and other information and corporate documents material respects with the requirements of the Company reasonably requestedSecurities Act and applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements, financial information, or financial schedules contained therein); and cause (iii) such counsel has no reason to believe that either the Company's officers, directors registration statement or the prospectus or any amendment or supplement thereto 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 not misleading; and employees to supply all information reasonably requested by any (iv) the opinion of counsel shall additionally cover such Seller, underwriter or counsel in connection with such registration statement; (xii) legal matters with respect to any underwritten offering, use its reasonable good faith efforts the registration and with respect to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering which such matters of the type customarily covered by "cold comfort" letters opinion is being given as the Sellers such requesting Selling Holder or any underwriter Selling Holders may reasonably request; and (xiii)with respect to an underwritten offering, 2) use its commercially reasonable good faith efforts to obtain an opinion letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of counsel to the Company, addressed to the Sellers underwriters, if any, and any underwriter, in customary form and including to the Selling Holders making such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of stating that they are independent certified public accountants within the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) meaning of the Securities Act and Rule 158 thereunder.
b. Any dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants the financial statements and other provisions of this Section 10 notwithstanding, upon receipt by financial data pertaining to the Securityholders of a written notice signed by Company included in the chief executive officer registration statement or chief financial officer the prospectus or any amendment or supplements thereto comply in all material respects with the applicable accounting requirements of the Company Securities Act; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the effect set forth belowperiod ending not more than five (5) business days prior to the date of such letter, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant with respect to the registration statement would materially and adversely affect prospectus, as the requesting Selling Holders may reasonably request; and
(l) With respect to a Demand Registration or Piggyback Registration, (A) execute an underwriting agreement comparable to the underwriting agreements executed by the Company in connection with its previous underwritten secondary public offerings (with such modifications as the underwriters may reasonably request) and (B) provide such reasonable assistance in the marketing of the Shares as is customary of issuers in primary underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of offerings (including participation by its affiliates is, or is expected to be, a party. In the event a registration is postponed senior management in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b"road shows").
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Samples: Registration Rights Agreement (Dollar Tree Stores Inc)
Company’s Obligations. a. In connection with the registration Company's obligation to effect a Shelf Registration pursuant to Section 1, it shall:
(a) Notify the Holders as to the filing thereof and of Registrable Securities on behalf all amendments or supplements thereto filed prior to the effective date of such Shelf Registration;
(b) Notify the Holders, when the Company receives notice thereof, of the holders thereof time when such Shelf Registration became effective or any amendment or supplement to any prospectus forming a part of such Shelf Registration has been filed;
(c) Notify the Holders of any request by the Commission for the amending or supplementing of such Securityholders being referred to herein as "Sellers"Shelf Registration or prospectus or for additional information;
(d) in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare Prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or Commission any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement Shelf Registration and the prospectus used in connection therewith as which may reasonably be necessary in the opinion of counsel to the Company to keep such registration statement Shelf Registration effective for such period as required herein, and to comply with the provisions of the Securities Act with respect to the disposition offer of all securities the Registrable Shares covered by such registration statement Shelf Registration during the period required for the distribution of such period in accordance securities;
(e) Prepare and file with the intended methods Commission (and promptly notify the Holders of disposition by the Sellers set forth in such registration statement; (vfiling) furnish any amendment or supplement to each Seller such Shelf Registration and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable in the opinion of counsel to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in correct any jurisdiction where it would not otherwise be required to qualify, statements therein or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Selleromission therefrom if, at any time when a prospectus relating to such Seller's Registrable Securities Shares is required to be delivered under the Securities Act, of the occurrence of any event with respect to the Company shall have occurred as a result of which the any prospectus included in such registration statement contains would include an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; ;
(viii)cause all f) In case the Holders are required to deliver a prospectus, prepare upon request such Registrable Securities to be listed on any Exchange amendment or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant amendments to such registration statement, Shelf Registration and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter prospectus or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 prospectuses as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an be necessary in the opinion of counsel to the Company, addressed Company to permit compliance with the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions requirements of Section 11(a9(a)(3) of the Securities Act and Rule 158 thereunder.Act;
b. Any other provisions (g) Advise the Holders if the Company shall receive notice or obtain knowledge of this Section 10 notwithstanding, upon receipt the issuance of any stop order by the Securityholders Commission suspending the effectiveness of a written notice signed by the chief executive officer any such Shelf Registration or chief financial officer amendment thereto or of the Company initiation or threatening of any proceedings for that purpose;
(h) Use its reasonable efforts to qualify such Registrable Shares for sale under the effect set forth belowsecurities or blue sky laws of such states within the United States as the Holders may reasonably designate, except that the Company shall not be obligated during required in connection therewith or as a reasonable period condition thereto to qualify to do business in any such state or to take any action which would subject it to general service of time (process in any such jurisdiction where it is not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, then so qualified or subject;
(i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant Furnish to the registration statement would materially Holders copies of any such Shelf Registration and adversely affect an underwritten public offering for the account of the Company each preliminary or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates isfinal prospectus, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her supplement or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed amendment required to be sold by prepared thereto, all in such Seller quantities required as the Company they may from time to time reasonably request (in writing.which case each Holder shall keep a written record of the distribution of the preliminary or final prospectuses and shall refrain from delivery of the preliminary or final prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); and
d. (j) Cause such Registrable Shares to be listed on the principal securities exchange or quotation system, if any, on which shares of the Company's Common Stock shall then be listed. Each Seller Holder of Registrable Shares agrees by acquisition of such Registrable Shares that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 10.3(a)(vii2(e) abovehereof, such Seller shall Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities Shares until such SellerHolder's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii2(e) above. e. The hereof, or until it is advised in writing by the Company shall not file or permit that the filing use of the prospectus may be resumed, and has received copies of any registration additional or comparable statement which refers supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to any Seller by name or otherwise as the Seller of any securities Company all copies then in such Holder's possession of the Company unless prospectus covering such reference to Registrable Shares current at the time of receipt of such Seller is required by the Securities Act or any similar federal statute then in forcenotice.
Appears in 1 contract
Samples: Registration Rights Agreement (Dollar Tree Stores Inc)
Company’s Obligations. a. In connection with (a) Whenever required hereunder to effect the registration of any Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 aboveSecurities, the Company agrees to: shall, as expeditiously as possible:
(i) prepare and file with the SEC Commission a registration statement with respect to such shares Registrable Securities and use its best efforts to cause such registration statement to become effective by the Effectiveness Date and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the keep such registration statement filed with effective during the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of Effectiveness Period. The Company shall ensure that any such a registration statement or prospectus or (including any amendments or supplements theretothereto and prospectuses contained therein) 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 Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference statements therein (in the registration statement; and notify each Seller case of any stop order issued or threatened by prospectuses, in the SEC and use its best efforts to prevent light of the entry of such stop order or to remove it if entered; circumstances in which they were made) not misleading;
(ivii) prepare and file with the SEC Commission such amendments of and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with statement;
(iii) use its best efforts to prevent the intended methods issuance of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number any stop order or other suspension of copies effectiveness of the a registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), or the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate suspension of the disposition qualification of any of the Registrable Securities proposed for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practicable moment;
(iv) (A) allow each Purchaser and its legal counsel to review and comment upon (i) any registration statement at least five (5) business days prior to its filing with the Commission and (ii) all amendments and supplements to any registration statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the Commission, and (B) not file any registration statement or amendment or supplement thereto in a form to which legal counsel to any Purchaser reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a registration statement or any amendment or supplement thereto without the prior approval of the Purchasers, which consent shall not be sold by such Seller; unreasonably withheld;
(viv) use its reasonable best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may shall be reasonably necessary or advisable to enable such Seller to consummate requested by the disposition in such jurisdictions of the Registrable Securities owned by such SellerPurchasers; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) file a general consent to general service of process in any such jurisdiction; states or jurisdictions;
(vi) 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(s) of such offering (each Purchaser participating in such underwriting shall also enter into and perform its obligations under such an agreement);
(vii) notify each Sellerthe Purchasers (which notice shall, at any time pursuant to clauses (ii) through (vi) hereof, be accompanied by an instruction to suspend the use of the registration statement and the prospectus contained therein until the requisite changes have been made) as promptly as reasonably possible (i) (A) when a prospectus relating or any prospectus supplement or post-effective amendment to a registration statement is proposed to be filed and (B) with respect to any such Seller's post-effective amendment to a registration statement, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to the registration statement (including the prospectus contained therein) or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement covering any or all of the Registrable Securities is required or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to be delivered under the suspension of the qualification or exemption from qualification of any of the Registrable Securities Actfor sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (v) of the occurrence of any event as or passage of time that makes the financial statements included in a result of which the prospectus included registration statement ineligible for inclusion therein or any statement made in such registration statement contains an untrue statement of a material fact or omits to state in any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement respect or amendment that requires any revisions to such prospectus registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that it will not contain an 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 therein, in light of the circumstances under which they were made, not misleading; and (viii)cause vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a registration statement or prospectus contained therein; provided that the Company shall not disclose the nature of such information to the Purchaser;
(viii) cause all such Registrable Securities registered pursuant hereto to be listed or traded on any Exchange each securities exchange or NASDAQ other trading market on which similar securities issued by the Company are then listedlisted or traded; and
(ix) provide a transfer agent, agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 9.1 or Section 10.2 9.2 above, and in addition to its other obligations under this Section 9, the Company agrees to: :
(i) with respect to any registration pursuant to Section 9.1(a) or Section 9.1(b), prepare and file with the SEC a registration statement on the form specified in such section, with respect to the Registrable Securities to be registered pursuant to such shares section, and to use its best efforts to cause such registration statement to become and remain effective as provided herein; in such section;
(ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; , and each Seller;
(iii) subject to the provisions of Section 10.1 9.1 and Section 10.2 9.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and made (or, in the case of a registration under Section 9.1(a), all such Registrable Securities), promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; , and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; ;
(iv) subject to Section 9.3(b), prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective with respect to a registration statement under
Section 9.1 or Section 9.2, for a period of six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such period as required herein, and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; ;
(v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; ;
(vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, qualify but for this Section 10.3(a)(viSubsection 9.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; ;
(vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; ;
(viii)cause viii) cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; ;
(ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; ;
(x) to the extent of an underwritten offering, enter into such customary agreements (including an underwriting agreement in customary form form) and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; ;
(xi) make available for inspection by the Sellers and one (1) counsel acting for themtheir counsel, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requestedCompany, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; ;
(xii) with respect to any underwritten offering, use its reasonable good faith best 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 as the Sellers or any underwriter may reasonably request; ;
(xiii)with xiii) with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellerseach Seller; and and
(xiv) otherwise use its commercially reasonable good faith best efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholdersSecurityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 9 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty ninety (12090) days) thereafter (i) to effect any registrations pursuant to this Section 109 or (ii) with respect to an effective Shelf Registration Statement, may suspend the effectiveness of such registration statement, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b9.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six nine (69) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration or suspend the effectiveness of a Shelf Registration Statement pursuant to this Section 10.3(b9.3(b) more than once in any twelve eighteen (12)-month 18)-month period, and (z) there shall be added to the any period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b9.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii9.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii9.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv9.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii9.3(a)(vii) above. .
e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is agreed to by the Seller or is specifically required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Samples: Warrant Agreement (Immunomedics Inc)
Company’s Obligations. a. In connection with the Subject to Section 1.3(b) above, whenever effecting a registration of any Registrable Securities on behalf of the holders thereof (such Securityholders being referred pursuant to herein as "Sellers") in accordance with this Section 10.1 or Section 10.2 above1, the Company agrees to: shall, as expeditiously as reasonably possible:
(ia) prepare Prepare and file with the SEC Commission a registration statement with respect to such shares Registrable Securities and use its best reasonable efforts to cause such registration statement to become and remain effective, and, upon request of the Holders of the a majority of the Registrable Securities registered thereunder, keep such registration statement effective as provided herein; for a period of up to one hundred twenty (ii120) enter into a cross-indemnity agreementdays, in customary form, with each underwriteror, if any; (iii) subject to earlier, until the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include distribution contemplated in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have has been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; completed.
(ivb) prepare Prepare and file with the SEC Commission such amendments of and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions provision of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with statement.
(c) Furnish to the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, Holders such number of copies of the registration statement, each amendment and supplement thereto (in each case a prospectus including all exhibits thereto), the prospectus included in such registration statement (including each a preliminary prospectus) , in conformity with the requirements of the Securities Act and such other documents documentation as such Seller they may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold owned by such Seller; them.
(vid) use Use its reasonable best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may shall be reasonably necessary or advisable to enable such Seller to consummate requested by the disposition in such jurisdictions of the Registrable Securities owned by such Seller; providedHolders, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) file a general consent to general service of process in any such jurisdiction; states or jurisdictions.
(viie) notify In the event of any underwritten public offering, enter and perform its obligations under an underwriting agreement, in usual and customary form, with managing underwriter of such offering.
(f) Notify each Seller, Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating to such Seller's Registrable Securities thereto is required to be delivered under the Securities Act, of Act or the occurrence happening of any event as a result of which the prospectus included in such registration statement contains statement, 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, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to misleading in the purchasers light of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; circumstances then existing.
(viii)cause g) Cause all such Registrable Securities registered pursuant to this Section 1 to be listed on any Exchange or NASDAQ each securities exchange on which similar securities issued by the Company are then listed; .
(ixh) provide Provide a transfer agent, agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of such registration statement; registration.
(xi) Take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be sold pursuant to the extent of an underwritten offering, enter into an underwriting agreement registration statement and to enable such certificates to be in customary form such denominations and take all registered in such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 names as the Sellers Holder or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Company’s Obligations. a. In connection with Promptly following receipt of a Request Notice, the Company shall (i) notify each Holder (except the Requesting Holder) of the receipt of a Request Notice and (ii) shall use its commercially reasonable efforts to effect such registration (including, without limitation, preparing and filing a registration statement under the Securities Act (each such registration statement, a "Registration Statement") effecting the registration of Registrable under the Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") Act, for public sale in accordance with the method of disposition specified in such Request Notice) of the Registrable Securities specified in the Request Notice (and in any notices that the Company receives from other Holders no later than the 15th calendar day after receipt of the notice sent by the Company) (such other Holders and the Requesting Holders, the "Requesting Holders"); provided, however, that the Company's obligations under this Section 10.1 or Section 10.2 above3.1(b) shall be subject to such registration being for no less than the higher of 500,000 shares and 1% of the outstanding Voting Securities. If such method of disposition shall be an underwritten public offering, the Company agrees to: (i) prepare and file with may designate the SEC a registration statement with respect to managing underwriter of such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreementoffering, in customary form, with each underwriter, if any; (iii) subject to the provisions approval of Section 10.1 and Section 10.2 regarding reductions in the Requesting Holders holding a majority of the Registrable Securities to be included in a registrationregistered, include which approval shall not be withheld unreasonably. The Company shall be obligated to register Registrable Securities pursuant to this Section 3.1 on not more than three (3) occasions in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies aggregate on behalf of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement Holders (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order any transferees or assignees of Investor pursuant to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such SellerSection 3.10); provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when file a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition Registration Statement pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; a Request Notice less than six (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (126) months subsequent to following the later of the effective date of the most recent Registration Statement filed pursuant to a Request Notice or the last sale of securities pursuant to any such Registration Statement; and provided, further, that one of such three demand registrations (the "Shelf Request") may be used for a shelf registration statementstatement (which (i) shall include as selling stockholders, if requested by Investor, any limited partners of Investor to which earnings statement shall satisfy the provisions of Section 11(aInvestor has distributed Registrable Securities and (ii) of the Securities Act and Rule 158 thereunder.
b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time required to maintain the effectiveness thereof beyond one year (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at whichbut the Company may, in its sole discretion, maintain the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering effectiveness thereof for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(bsuch longer period as it desires), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing.
d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.
Appears in 1 contract
Company’s Obligations. a. In connection with the registration Company's --------------------- obligation to effect a Shelf Registration pursuant to Section 1, or in the event the Company files a Registration Statement in connection with an Underwritten Offering pursuant to Section 2, it shall:
(a) Notify the Holders as to the filing thereof and of Registrable Securities on behalf all amendments or supplements thereto filed prior to the effective date of such Shelf Registration or Registration Statement;
(b) Notify the Holders, promptly after the Company shall receive notice thereof, of the holders thereof time when such Shelf Registration or Registration Statement became effective or any amendment or supplement to any prospectus forming a part of such Shelf Registration or Registration Statement has been filed;
(c) Notify the Holders promptly of any request by the Commission for the amending or supplementing of such Securityholders being referred to herein as "Sellers"Shelf Registration or Registration Statement or prospectus or for additional information;
(d) in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare Prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or Commission any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the Shelf Registration or Registration Statement or prospectus used in connection therewith as which may be necessary or advisable to keep such registration statement Registration Statement effective for such period as required herein, and to comply with the provisions of the Securities Act with respect to the disposition offer of all securities the Registrable Shares covered by such registration statement Registration Statement during the period required for the distribution of such securities, which, in the case of a Registration Statement filed pursuant to Section 2 in connection with an Underwritten Offering, such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required in excess of 120 days from the effective date of the Registration Statement or post-effective amendment pursuant to which such Registrable Shares may be sold;
(Ae) qualify generally Prepare and promptly file with the Commission and promptly notify the Holders of the filing of such amendment or supplement to do business in such Shelf Registration or Registration Statement or prospectus as may be necessary to correct any jurisdiction where it would not otherwise be required to qualify, statements therein or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Selleromission therefrom if, at any time when a prospectus relating to such Seller's Registrable Securities Shares is required to be delivered under the Securities Act, of the occurrence of any event with respect to the Company shall have occurred as a result of which the any prospectus included in such registration statement contains would include an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; ;
(viii)cause all f) In case the Holders or any underwriter(s) for the Holders are required to deliver a prospectus, prepare promptly upon request such Registrable Securities to be listed on any Exchange amendment or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant amendments to such registration statement, Shelf Registration or Registration Statement and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of prospectus or prospectuses as may be necessary to permit compliance with the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith 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 as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions requirements of Section 11(a9(a)(3) of the Securities Act and Rule 158 thereunder.Act;
b. Any other provisions (g) Advise the Holders promptly after the Company shall receive notice or obtain knowledge of this Section 10 notwithstanding, upon receipt the issuance of any stop order by the Securityholders Commission suspending the effectiveness of a written notice signed by the chief executive officer any such Shelf Registration or chief financial officer Registration Statement or amendment thereto or of the Company initiation or threatening of any proceedings for that purpose, and promptly use its best efforts to prevent the effect set forth belowissuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) Use its best efforts to qualify such Registrable Shares for sale under the securities or blue sky laws of such states within the United States as the Holders may reasonably designate, except that the Company shall not be obligated during required in connection therewith or as a reasonable period condition thereto to qualify to do business in any such state or to take any action which would subject it to general service of time (process in any such jurisdiction where it is not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, then so subject; and
(i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant Furnish to the registration statement would materially Holders, as soon as available, copies of any such Shelf Registration or Registration Statement and adversely affect an underwritten public offering for the account of the Company each preliminary or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates isfinal prospectus, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b).
c. The Company may require that each Seller, as a condition to registering his, her supplement or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed amendment required to be sold by prepared thereto, all in such Seller quantities required as the Company they may from time to time reasonably request in writing.
d. request. Each Seller Holder of Registrable Shares agrees by acquisition of such Registrable Shares that, upon receipt of any notice from the Company of the occurrence happening of any event of the kind described in Section 10.3(a)(vii4(e) abovehereof, such Seller shall Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities Shares until such SellerHolder's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii4(e) above. e. The hereof, or until it is advised in writing by the Company shall not file or permit that the filing use of the prospectus may be resumed, and has received copies of any registration additional or comparable statement which refers supplemental filings that are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to any Seller by name or otherwise as the Seller of any securities Company all copies, other than permanent file copies, then in such Holder's possession of the Company unless prospectus covering such reference to Registrable Shares current at the time of receipt of such Seller is required by the Securities Act or any similar federal statute then in forcenotice.
Appears in 1 contract
Samples: Registration Rights Agreement (Signature Resorts Inc)
