Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows: (a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists. (b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement. (c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective; (d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed; (g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; and
Appears in 3 contracts
Samples: Securities Purchase Agreement (Xenomics Inc), Securities Purchase Agreement (Xenomics Inc), Securities Purchase Agreement (Fermavir Pharmaceuticals, Inc.)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or In connection with any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement registration under this Section 5.27, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be expeditiously as is reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.possible:
(ci) The Company shall prepare Prepare and file with the SEC Commission a registration statement with respect to the Participating Holders' Registrable Stock and use its best reasonable efforts to cause such registration statement to become effective.
(ii) Prepare and file with the Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;registration statement.
(diii) The Company shall use Furnish to the Participating Holders such numbers of copies of a prospectus, including, if applicable, a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the selling shareholders may reasonably request in order to facilitate the disposition of Registrable Stock owned by the Participating Holders.
(iv) Use its commercially best reasonable efforts to register and qualify the Shares securities covered by such Registration Statement registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions within the United States as shall be reasonably requested by the InvestorsParticipating Holders; provided provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;.
(ev) During In the period event of time any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such Registration Statement remains effectiveoffering. The Participating Holders shall also enter into and perform their obligations under such an agreement.
(vi) Notify the Participating Holders, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto to Registrable Stock covered by such registration statement is required to be delivered under the Securities Act or Act, of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;.
(fvii) The Company shall use its commercially reasonable efforts Furnish to cause all the Participating Holders, on the date that shares of Registrable Stock are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7, if such Registrable Shares registered hereunder securities are being sold by underwriters, or, on the date that the registration statement with respect to be listed on each such securities exchange on which securities becomes effective, (i) an opinion as to matters of the same class issued by law only, dated such date, of counsel representing the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date purposes of such registration; and, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Participating Holders and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, and to the Participating Holders.
Appears in 2 contracts
Samples: Warrant Agreement (Pease Oil & Gas Co /Co/), Warrant Agreement (Pease Oil & Gas Co /Co/)
Covenants of the Company With Respect to Registration. The Company hereby covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsHolder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, Shares as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Registrable Shares. The obligations of the Company hereunder with respect to the Registrable Shares registered are expressly conditioned on Holder's furnishing to the Company such appropriate information concerning Holder, the Registrable Shares and the terms of Holder's offering of such shares as the Company may request.
(b) The Company will pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Section 1, including, without limitation, the Registration StatementCompany's legal and accounting fees, printing expenses and blue sky fees and expenses; provided, however, that Holder shall be solely responsible for the fees of any counsel or advisor retained by Holder in connection with such registration and any transfer taxes or underwriting discounts, selling commissions or selling fees applicable to the Registrable Shares sold by Holder pursuant thereto.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall will use its commercially reasonable efforts to qualify or register and qualify the Registrable Shares covered by such included in a Registration Statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; Holder, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process (unless the Company is already then subject to service in such jurisdiction) or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;jurisdiction.
(ed) During Notwithstanding anything contained in this Agreement to the period of time such Registration Statement remains effectivecontrary, the Company shall notify each Investor of not be obligated to register the Registrable Shares covered by such under the Act or maintain the effectiveness of any registration statement at filed under Section 1 hereof if it receives an opinion of counsel to the Company that any time when a prospectus relating thereto is required to of the Registrable Shares may be delivered freely traded without registration under the Securities Act, under Rule 144 of the Act or otherwise. Nothing contained in this Agreement shall require the happening of any event as a result of which the prospectus included in such Registration StatementCompany to undergo an audit, as then in effect, includes an 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 other than in the light ordinary course of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andbusiness.
Appears in 2 contracts
Samples: Registration Rights Agreement (Us Automotive Manufacturing Inc), Registration Rights Agreement (Us Automotive Manufacturing Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.25.2 or 5.3, the Company shall, upon the request of the InvestorsHolders, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holders to permit the Investors Holders to make a public distribution of the Registrable Shares Securities registered in connection with the Registration Statement.;
(cb) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(dc) The Company shall use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorsHolders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(ed) During the period of time such Registration Statement remains effective, the Company shall notify each Investor Holder of Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fe) The Company shall use its commercially reasonable best efforts to cause all such Registrable Shares Securities registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(gf) The Company shall provide a transfer agent and registrar for all Registrable Shares Securities registered hereunder and a CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration; and
(g) The obligations of the Company hereunder with respect to the Registrable Securities are subject to the Holders' furnishing to the Company such appropriate information concerning the Holders, the Registrable Securities and the terms of the Holders' offering of such Registrable Securities as the Company may reasonably request in writing.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (United Energy Corp /Nv/), Common Stock and Warrant Purchase Agreement (United Energy Corp /Nv/)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to If any stop order shall be issued by the filing of the Registration Statement or any related Prospectus or any amendment or supplement theretoSEC in connection therewith, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use commercially reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all actions which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 2 contracts
Samples: Registration Rights Agreement (Interactive Television Networks), Registration Rights Agreement (Interactive Television Networks)
Covenants of the Company With Respect to Registration. The Company hereby covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Demand Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsMajority Holder, forthwith supply such reasonable number of copies of the Demand Registration Statement, preliminary prospectus Statement and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors Holders to permit the Investors Holders to make a public distribution of the Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the registrable Securities are expressly conditioned on the Holders' furnishing to the Company such appropriate information concerning the Holders, the Registrable Securities and the terms of the Holders' offering of such Registrable Securities as the Company may request.
(b) Subject to the provisions of the Purchase Agreement, the Company will pay all costs, fees and expenses in connection with any Demand Registration Statement filed, provided however, that the Registration StatementHolders shall be solely responsible for the fees of any counsel or advisor or underwriter retained by the Holders in connection with such registration and any transfer taxes, selling commissions or selling fees applicable to the Registrable Securities sold by the Holders pursuant thereto.
(c) The Company shall prepare and file with will use reasonable efforts to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Demand Registration Statement for offering and sale under the prospectus used securities or blue sky laws of such states as are reasonably requested by the Holders, provided that the Company shall not be obligated to execute or file any general consent to service of process (unless the Company is already then subject to service in connection with such Registration Statement jurisdiction) or to qualify as a foreign corporation to do business under the laws of any such jurisdiction, except as may be necessary to comply with required by the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;and its rules and regulations.
(d) The Company shall use its commercially reasonable efforts cause any successor corporation to register and qualify assume the Shares covered by such Registration Statement obligations set forth under such other securities this Agreement in connection with any merger, consolidation or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that acquisition in which the Company shall is not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andsurviving entity.
Appears in 2 contracts
Samples: Registration Rights Agreement (Candies Inc), Registration Rights Agreement (Caruso Michael)
Covenants of the Company With Respect to Registration. The In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall use its best efforts to file a registration statement within 45 days prior of receipt of any Demand Registration pursuant to Section 6.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each Holder of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or Commission for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement registration statement or any such Prospectus prospectus relating thereto or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsfor additional information.
(b) Following The Company shall furnish to each Holder of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the effective date requirements of the Registration Statement under Act, and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holders.
(c) If the Company shall fail to comply with the provisions of Section 5.26.3(a), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesHolder(s), as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Holder(s) requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(cd) The Company shall prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least 12 months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the Holder or Holders of Registrable Securities set forth in such registration statement. If at any time the Commission should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;
(d) The registration statement, the Company shall will promptly notify each Holder of Registrable Securities and will use its commercially all reasonable efforts to register prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and qualify take all reasonably necessary action which may be required in qualifying or registering the Shares covered by such Registration Statement Registrable Securities included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably requested are required by the Investors; Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the jurisdiction. The Company shall notify each Investor of use its good faith reasonable efforts to cause such Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the Holder(s) thereof to consummate the disposition of such Registrable Securities.
(e) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the happening of any event same extent and with the same effect as a result of the provisions pursuant to which the prospectus included in such Registration Statement, Company has agreed to indemnify the Underwriter as then in effect, includes an 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 contained in the light of the circumstances then existing;Underwriting Agreement.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued If requested by the Company are then listed;prior to the filing of any registration statement covering the Registrable Securities, each of the Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities.
(g) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the filing of any registration statement or the effectiveness thereof.
(h) The Company shall provide not permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 6.3 hereof without the prior written consent of the Majority of Holders which consent will not be unreasonably withheld or delayed.
(i) The Company shall furnish to each Holder participating in an offering and to the managing underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registrationregistration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "Cold Comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(j) The Company shall deliver promptly to each Holder participating in an offering and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) With respect to a registration statement filed pursuant to Section 6.3, the Company, if requested, shall enter into an underwriting agreement with the managing underwriter, reasonably satisfactory to the Company, selected for such underwriting by a Majority of Holders requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders, if required by the underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(l) Notwithstanding the provisions of Section 6.2 or Section 6.3 of this Agreement, the Company shall not be required to effect or cause the registration of Registrable Securities pursuant to Section 6.2 or Section 6.3 hereof if, within 30 days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders and to the Company's transfer agent requesting registration of such Registrable Securities, in form and substance satisfactory to counsel to such Holder(s), to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, in the manner proposed by such Holder(s), without registration under the Securities Act, or (ii) the Commission shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration under the Securities Act; andprovided, however, if the Company's transfer agent does not permit the sale of the Registrable Securities upon request or for any other reason such sale is delayed, the Company shall thereafter immediately register the Registrable Securities for sale under the Act.
(m) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (i) the Company shall not be the surviving corporation and (ii) the shareholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities."
Appears in 2 contracts
Samples: Underwriter's Warrant Agreement (Jed Oil Inc), Underwriter's Warrant Agreement (Jed Oil Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or In connection with any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement registration under this Section 5.27, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be expeditiously as is reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.possible:
(ci) The Company shall prepare Prepare and file with the SEC Commission a registration statement with respect to the Participating Holders' Registrable Stock and, subject to the last sentence of Section 7(b(i) hereof, use its best efforts to cause such registration statement to become effective.
(ii) Prepare and file with the Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;registration statement.
(diii) The Company shall use Furnish to the Participating Holders such numbers of copies of a prospectus, including, if applicable, a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the selling shareholders may reasonably request in order to facilitate the disposition of Registrable Stock owned by the Participating Holders.
(iv) Use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions within the United States as shall be reasonably requested by the InvestorsParticipating Holders; provided provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;.
(ev) During In the period event of time any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such Registration Statement remains effectiveoffering. The Participating Holders shall also enter into and perform their obligations under such an agreement.
(vi) Notify the Participating Holders, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto to Registrable Stock covered by such registration statement is required to be delivered under the Securities Act or Act, of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;.
(fvii) The Company shall use its commercially reasonable efforts Furnish to cause all the Participating Holders, on the date that shares of Registrable Stock are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7, if such Registrable Shares registered hereunder securities are being sold by underwriters, or, on the date that the registration statement with respect to be listed on each such securities exchange on which securities becomes effective, (i) an opinion as to matters of the same class issued by law only, dated such date, of counsel representing the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date purposes of such registration; and, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Participating Holders and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, and to the Participating Holders.
Appears in 2 contracts
Samples: Warrant Agreement (Pease Oil & Gas Co /Co/), Warrant Agreement (Pease Oil & Gas Co /Co/)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior In connection with any registration filed pursuant hereto, the Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysbecome effective as promptly as possible. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration StatementStatement (including, without limitation, the exhibits and schedules thereto), preliminary prospectus and prospectus meeting the requirements of the Securities ActAct (including, without limitation, any and all amendments or supplements thereto), and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution sell, distribute or otherwise dispose of the Investor's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Investor's beneficially owned Registrable Securities are subject to the Investor's furnishing to the Company such appropriate information concerning the Investor, the Investor's Registrable Securities and the terms of the Investor's offering of such Registrable Securities as the Company may reasonably request in connection writing.
(b) The Company shall provide the Investor, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the Investor or underwriter (each, an "Inspector" and, collectively, the "Inspectors"), the opportunity to review and comment (including reviewing and commenting on relevant documents and agreements) in the preparation of such Registration Statement, each prospectus included therein or filed with the Registration StatementCommission and each amendment or supplement thereto.
(c) The For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, the Company shall prepare make available for inspection at the Company's offices and file with copying by the SEC Inspectors such amendments financial and supplements other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such Registration Statement inquiries and the prospectus used to supply all information reasonably requested by any such Inspector in connection with such Registration Statement Statement, as may shall be necessary reasonably necessary, in the judgment of the respective counsel, to comply with conduct a reasonable investigation within the meaning of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;Act.
(d) The Company shall use its commercially reasonable efforts to register promptly notify in writing the Investor, the sales or placement agent, if any, therefor and qualify the Shares covered by managing underwriter of the securities being sold, (i) when such Registration Statement under or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such other securities Registration Statement or Blue Sky laws any post-effective amendment, when the same has become effective, (ii) when the Commission notifies the Company whether there will be a "review" of such jurisdictions as shall be reasonably requested Registration Statement, (iii) of any comments (oral or written) by the Investors; provided that Commission and by the Company shall not be required in connection therewith blue sky or as a condition securities commissioner or regulator of any state with respect thereto or (iv) of any request by the Commission for any amendments or supplements to qualify to do business such Registration Statement or to file a general consent to service of process in any such states the prospectus or jurisdictions;for additional information.
(e) During The Company shall promptly notify in writing the period Investor, the sales or placement agent, if any, therefor and the managing underwriter of time such the securities being sold pursuant to any Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which the which, any prospectus included in such Registration Statement, as then in effect, includes Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the Commission promptly following notice of the occurrence of such event to the Investor, the sales or placement agent and the managing underwriter so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall 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 in light of the circumstances under which they were made.
(f) The Company shall promptly notify in writing the Investor, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the Commission of (i) any stop order issued or threatened to be issued by the Commission or (ii) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its commercially reasonable efforts to cause all (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Shares registered hereunder to be listed on each securities exchange on which securities of Securities included in such Registration Statement for sale in any jurisdiction at the same class issued by the Company are then listed;earliest practicable date.
(g) The Company shall provide prepare and file with the Commission such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) (or any similar provision then in force) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange 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 thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If the Investor so requests, to request acceleration of effectiveness of the Registration Statement from the Commission and any post-effective amendments thereto, if any are filed. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration.
(h) The Company shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that the Investor shall be solely responsible for the fees of any counsel retained by the Investor in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Investor pursuant thereto.
(i) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a transfer agent Registration Statement for offering and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than sale under the effective date securities or blue sky laws of such registrationstates as are reasonably requested by the Investors of such securities; andprovided, that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(j) The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investor may request a reasonable period of time prior to sales of the securities pursuant to such Registration Statement.
(k) The Company agrees generally to cooperate with Investors in effecting compliant resale of the Registrable Securities, including comfort and other customary broker agreements and documentations and certificates
Appears in 2 contracts
Samples: Registration Rights Agreement (Black Family 1997 Trust), Registration Rights Agreement (Environmental Solutions Worldwide Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to become effective with the Investors copies of all such documents proposed to be filed Commission as promptly as possible and (including documents incorporated or deemed incorporated by reference to i) in the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and event that the Company shall make reasonable efforts to address enters into a Merger Agreement within 45 days after the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Closing Date, as the case may be, shall be extended by the number of not later than 150 days that elapse between after the date the Company is notified enters into such Merger Agreement and (ii) in the event that the Company does not enter into a Merger Agreement within 45 days after the Closing Date, within 60 days of the objection until the day following the date the Registration Statement is filed with the Commission. If any stop order shall be issued by the Commission in connection therewith, the Company has been notified that shall use its best efforts to obtain promptly the removal of such objection no longer exists.
(b) order. Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all necessary actions which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 2 contracts
Samples: Registration Rights Agreement (M Wave Inc), Registration Rights Agreement (M Wave Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; and
(k) The obligations of the Company hereunder with respect to the Registrable Shares are subject to the Investors’ furnishing to the Company such information concerning the Investors, the Registrable Shares and the terms of the Investors’ offering of such Registrable Shares as are required to be included in the Registration Statement by Commission regulations or pursuant to a specific Commission comment on the Registration Statement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Callisto Pharmaceuticals Inc), Securities Purchase Agreement (Callisto Pharmaceuticals Inc)
Covenants of the Company With Respect to Registration. The In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall use its best efforts to file a registration statement within 45 days prior of receipt of any Demand Registration pursuant to Section 6.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each Holder of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or Commission for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement registration statement or any such Prospectus prospectus relating thereto or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsfor additional information.
(b) Following The Company shall furnish to each Holder of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the effective date requirements of the Registration Statement under Act, and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holders.
(c) If the Company shall fail to comply with the provisions of Section 5.26.3(a), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesHolder(s), as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Holder(s) requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(cd) The Company shall prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least 12 months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the Holder or Holders of Registrable Securities set forth in such registration statement. If at any time the Commission should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;
(d) The registration statement, the Company shall will promptly notify each Holder of Registrable Securities and will use its commercially all reasonable efforts to register prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and qualify take all reasonably necessary action which may be required in qualifying or registering the Shares covered by such Registration Statement Registrable Securities included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably requested are required by the Investors; Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the jurisdiction. The Company shall notify each Investor of use its good faith reasonable efforts to cause such Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the Holder(s) thereof to consummate the disposition of such Registrable Securities.
(e) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the happening of any event same extent and with the same effect as a result of the provisions pursuant to which the prospectus included in such Registration Statement, Company has agreed to indemnify the Underwriter as then in effect, includes an 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 contained in the light of the circumstances then existing;Underwriting Agreement.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued If requested by the Company are then listed;prior to the filing of any registration statement covering the Registrable Securities, each of the Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities.
(g) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the filing of any registration statement or the effectiveness thereof.
(h) The Company shall provide not permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 6.3 hereof without the prior written consent of the Majority of Holders which consent will not be unreasonably withheld or delayed.
(i) The Company shall furnish to each Holder participating in an offering and to the managing underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registrationregistration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "Cold Comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(j) The Company shall deliver promptly to each Holder participating in an offering and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) With respect to a registration statement filed pursuant to Section 6.3, the Company, if requested, shall enter into an underwriting agreement with the managing underwriter, reasonably satisfactory to the Company, selected for such underwriting by a Majority of Holders requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders, if required by the underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(l) Notwithstanding the provisions of Section 6.2 or Section 6.3 of this Agreement, the Company shall not be required to effect or cause the registration of Registrable Securities pursuant to Section 6.2 or Section 6.3 hereof if, within 30 days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders and to the Company's transfer agent requesting registration of such Registrable Securities, in form and substance satisfactory to counsel to such Holder(s), to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, in the manner proposed by such Holder(s), without registration under the Securities Act, or (ii) the Commission shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration under the Securities Act; andprovided, however, if the Company's transfer agent does not permit the sale of the Registrable Securities upon request or for any other reason such sale is delayed, the Company shall thereafter immediately notify such Holders that it will register the Registrable Securities for sale under the Act and cause such Registrable Securities to be so registered.
(m) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (i) the Company shall not be the surviving corporation and (ii) the shareholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities."
Appears in 2 contracts
Samples: Underwriter's Warrant Agreement (PRB Transportation, Inc.), Underwriter's Warrant Agreement (PRB GasTransportation, Inc.)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less The Company shall use its best efforts to file a registration statement within thirty (30) days of receipt of any demand therefor, shall use its best efforts to have any registration statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Shares such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing, the Company shall be entitled to postpone, for a period of not more than five business sixty (60) days prior after receipt of a request to effect a registration, the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed registration statement otherwise required to be prepared and filed (including documents incorporated by it pursuant to Section 7.3 hereof if, at any time it receives a request for registration, the Board of Directors of the Company determines in its reasonable business judgment that such registration and offering would interfere with any material financing, acquisition, corporate reorganization or deemed incorporated by reference to other material transaction or development involving the extent requested by such person), which documents will be subject to Company and promptly gives the review Holders demanding registration written notice of such Investors within determination; PROVIDED that (i) upon such five postponement by the Company, the Company shall be required to file such registration statement as soon as practicable after the Board of Directors of the Company shall determine, in its reasonable business days. The judgment, that such registration and offering will not interfere with the aforesaid material financing, acquisition, corporate reorganization or other material transaction or development involving the Company, (ii) the Company may utilize this right once each year; PROVIDED, HOWEVER, that the Company shall not file utilize this right more than one time unless, prior to utilizing such right, the Registration Statement or any such Prospectus or any amendments or supplements thereto Company delivers to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice Holders an opinion of counsel and to the Company, satisfactory to the Holders, to the effect that such postponement by the Company is necessary to avoid interference with a material financing, acquisition, corporate reorganization or other material transaction or development involving the Company, (iii) the Holders who made such written request to effect such registration, may, at any time in writing, withdraw such request for such registration and therefore preserve the right provided in Section 7.3 hereof for such Holders to again request such registration, and (iv) the Exercise Period shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall automatically be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsan additional one hundred and eighty (180) days.
(b) Following The Company shall pay all costs (including fees and expenses of one counsel to the effective date Holder(s), but not underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holder(s) will pay all costs, fees and reasonable expenses in connection with any registration statement filed pursuant to Section 7.3(c). If the Company shall fail to comply with the provisions of the Registration Statement under Section 5.27.4(a), the Company shall, upon in addition to any other equitable or other relief available to the request of Holder(s), extend the Investors, forthwith supply Exercise Period by such reasonable number of copies of days as shall equal the Registration Statement, preliminary prospectus and prospectus meeting delay caused by the requirements of the Securities ActCompany's failure, and other documents necessary be liable for any or incidental all damages as the Holder(s) may be entitled to the public offering as a matter of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statementlaw.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as will take all necessary action which may be necessary to comply with required in qualifying or registering the Securities Act with respect to Warrant Shares included in a registration statement for offering and sale under the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as the Holder(s) shall be reasonably requested by the Investorsdesignate; provided PROVIDED that the Company shall not be required in connection therewith or as a condition thereto obligated to qualify to do business in any such jurisdiction or to file a any general consent to service of process in any such states jurisdiction in any action other than one arising out of the offering or jurisdictions;the sale of the Warrant Shares.
(d) Nothing contained in this Agreement shall be construed as requiring a Holder to exercise the Warrants prior to the initial filing of any registration statement or the effectiveness thereof.
(e) During Except for the period shares of time such Registration Statement remains effectiveCommon Stock held by ValueVision International, Inc. that the Company may be required to register, the Company shall not permit the inclusion of any securities other than the Warrant Shares to be included in any registration statement filed pursuant to Section 7.3 hereof, or file any registration statement subsequent to the receipt of any notice pursuant to Section 7.3 hereof and until one hundred and eighty (180) days after the effectiveness of a registration statement filed pursuant to Section 7.3 hereof or permit any other registration statement to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 7.3 hereof; PROVIDED, HOWEVER, that in the event of an underwritten public offering, the Company shall have the right to permit the inclusion of such other securities if the managing underwriter of such offering advises the Company or the Holders in writing that, in its opinion, the inclusion of such securities other than the Warrant Shares in such registration statement will not adversely affect the distribution or the offering price of such Warrant Shares.
(f) In connection with any registration statement filed pursuant to Section 7.2 hereof, the Company shall furnish to each Holder participating in any underwritten offering and to each underwriter, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(g) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within fifteen (15) months thereafter, make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement.
(h) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, and to the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request.
(i) The Company shall enter into an underwriting agreement with the managing underwriters selected for such underwriting by Holders holding a Majority of the Warrant Shares requested to be included in such underwriting, which may be any of the Underwriters. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(j) For purposes of this Agreement, the term "Majority," in reference to the Holders of the Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Shares that (i) are not held by the Company, an officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.
(k) The Company shall promptly notify each Investor Holder of Registrable the Warrants and/or Warrant Shares covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, upon the Company's discovery that, or upon the happening of any event as a result of which which, the prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such Holder promptly prepare and furnish to such Holder and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on under which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andthey were made.
Appears in 2 contracts
Samples: Warrant Agreement (Net Radio Corp), Warrant Agreement (Netradio Corp)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(ai) Not less than five business days prior In connection with any registration under Articles 2 and 3 hereof, the Company shall use its best efforts to the filing of file the Registration Statement as expeditiously as possible, but in no event later than forty-five (45) days following receipt of any Notice or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysDemand Registration Request therefor. The Company shall not file use its best efforts to cause the Registration Statement to become effective as promptly as possible and, if any stop order shall be issued by the Commission or order suspending qualification or registration in any such Prospectus or any amendments or supplements thereto state in connection therewith, to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use its reasonable efforts to address obtain the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsARC, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, any supplements or amendments thereto, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors ARC to permit the Investors ARC to make a public distribution of ARC's Registrable Securities. ARC shall furnish the Company in a timely manner with all information required by the applicable rules and regulations of the Commission concerning the proposed method of sale or other disposition of such Registrable Shares registered Securities and such other information as may be reasonably requested by the Company in connection writing properly to prepare and file such Registration Statement, or any prospectus, supplement or amendment thereto in accordance with the Registration Statementapplicable provisions of the Securities Act.
(cii) The Company shall prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement.
(iii) Prior to filing the Registration Statement during or a prospectus or any amendments or supplements thereto, the period Company shall furnish ARC with copies of time all such documents proposed to be filed, which documents will be made available, on a timely basis, for review by ARC and its counsel, and ARC and its counsel shall furnish comments thereon, if any, within five business days of receipt of such Registration Statement remains effective;Statement, prospectus, amendments or supplements.
(div) The Company shall use its commercially reasonable efforts to register promptly advise ARC and qualify the Shares covered by confirm such advice in writing, (1) when such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith prospectus included therein or as a condition thereto any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains or any post-effective amendment, when the same has become effective, (2) of any comments by the Commission, by the National Association of Securities Dealers, Inc. ("NASD"), and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by any such entity for amendments or supplements to such Registration Statement or prospectus or for additional information, (3) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose, (4) if at any time the representations and warranties of the Company shall notify each Investor contained herein cease to be true and correct in all material respects, (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares covered by Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such registration statement purpose, or (6) at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in Act, that such Registration Statement, as then prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in effectany of the foregoing, includes contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they are made, not misleading.
(v) Notwithstanding the provision under Section 4(a)(i) hereof, if, at the time the Demand Registration Request is given to the Company under Article 3 hereof, the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or similar transaction and in the written opinion of counsel to the Company, the Registration Statement would be required to include information concerning such transactions or the parties thereto that is not available at the time, the Company shall promptly so advise ARC and, at the Company's election, to be set forth in such notice ("Notice of Postponement"), the filing of the Registration Statement may be postponed for a period not to exceed ninety (90) days from the date the Demand Registration Request is given to the Company under Article 3 hereof (notwithstanding the provisions of Section 4(a)(i) to the contrary); provided, however, that the Company shall not be permitted to give any such Notice of Postponement and to so postpone the filing of the Registration Statement more than once in any 365 day period; and provided, further, that in the event of such postponement, ARC may withdraw the notice of Demand Registration during the 60-day period following the date Notice of Postponement is given by the Company and will thereafter continue to be entitled to one (1) Demand Registration Request pursuant to Article 3 hereof.
(b) The Company shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Article 2 or Article 3 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that ARC shall be solely responsible for the fees of any counsel retained by ARC in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by ARC pursuant thereto.
(c) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably requested by the holders of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall cooperate with ARC to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold (in such denominations and registered in such names as ARC may request) and not bearing any legends restricting the transfer thereof under the Securities Act, except as may be required by law.
(e) The Company shall cause all Registrable Securities to be listed or accepted for listing or quotation on each securities exchange or interdealer quotation system on which the Company's Common Stock then existing;trades.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable SharesSecurities covered by the Registration Statement.
(g) Otherwise use best efforts to comply with all applicable provisions of the Securities Act, in each case not later than and rules and regulations of the effective date Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of such registration; andat least twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
Appears in 2 contracts
Samples: Buffycoat Supply Agreement (Viragen Inc), Registration Rights Agreement (Viragen Inc)
Covenants of the Company With Respect to Registration. The In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall use its best efforts to file a registration statement within 45 days prior of receipt of any Demand Registration pursuant to Section 6.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each Holder of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or Commission for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement registration statement or any such Prospectus prospectus relating thereto or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsfor additional information.
(b) Following The Company shall furnish to each Holder of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the effective date requirements of the Registration Statement under Act, and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holders.
(c) If the Company shall fail to comply with the provisions of Section 5.26.3(a), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesHolder(s), as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Holder(s) requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(cd) The Company shall prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least 12 months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the Holder or Holders of Registrable Securities set forth in such registration statement. If at any time the Commission should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;
(d) The registration statement, the Company shall will promptly notify each Holder of Registrable Securities and will use its commercially all reasonable efforts to register prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and qualify take all reasonably necessary action which may be required in qualifying or registering the Shares covered by such Registration Statement Registrable Securities included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably requested are required by the Investors; Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the jurisdiction. The Company shall notify each Investor of use its good faith reasonable efforts to cause such Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the Holder(s) thereof to consummate the disposition of such Registrable Securities.
(e) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the happening of any event same extent and with the same effect as a result of the provisions pursuant to which the prospectus included in such Registration Statement, Company has agreed to indemnify the Underwriter as then in effect, includes an 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 contained in the light of the circumstances then existing;Underwriting Agreement.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued If requested by the Company are then listed;prior to the filing of any registration statement covering the Registrable Securities, each of the Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities.
(g) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the filing of any registration statement or the effectiveness thereof.
(h) The Company shall provide not permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 6.3 hereof without the prior written consent of the Majority of Holders which consent will not be unreasonably withheld or delayed.
(i) The Company shall furnish to each Holder participating in an offering and to the managing underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registrationregistration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a “Cold Comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.
(j) The Company shall deliver promptly to each Holder participating in an offering and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) With respect to a registration statement filed pursuant to Section 6.3, the Company, if requested, shall enter into an underwriting agreement with the managing underwriter, reasonably satisfactory to the Company, selected for such underwriting by a Majority of Holders requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders, if required by the underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(l) Notwithstanding the provisions of Section 6.2 or Section 6.3 of this Agreement, the Company shall not be required to effect or cause the registration of Registrable Securities pursuant to Section 6.2 or Section 6.3 hereof if, within 30 days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders and to the Company’s transfer agent requesting registration of such Registrable Securities, in form and substance satisfactory to counsel to such Holder(s), to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, in the manner proposed by such Holder(s), without registration under the Securities Act, or (ii) the Commission shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration under the Securities Act; andprovided, however, if the Company’s transfer agent does not permit the sale of the Registrable Securities upon request or for any other reason such sale is delayed, the Company shall thereafter immediately notify such Holders that it will register the Registrable Securities for sale under the Act and cause such Registrable Securities to be so registered.
(m) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (i) the Company shall not be the surviving corporation and (ii) the shareholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to “Registrable Securities” shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of “Registrable Securities.”
Appears in 2 contracts
Samples: Underwriter’s Warrant Agreement (VirnetX Holding Corp), Underwriter's Warrant Agreement (VirnetX Holding Corp)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; and
(k) The obligations of the Company hereunder with respect to the Registrable Shares are subject to the Investors' furnishing to the Company such information concerning the Investors, the Registrable Shares and the terms of the Investors' offering of such Registrable Shares as are required to be included in the Registration Statement by Commission regulations or pursuant to a specific Commission comment on the Registration Statement.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Callisto Pharmaceuticals Inc), Common Stock Purchase Agreement (Callisto Pharmaceuticals Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 2 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not prepare and file with the Registration Statement or any SEC a registration statement with respect to the Registrable Shares and use its best efforts to cause such Prospectus or any amendments or supplements thereto registration statement to which become effective, and upon the request of the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable registered thereunder, use its best efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object cause any registration statement to any keep such filing pursuant registration statement effective for up to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsone hundred twenty (120) days.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during registration statement.
(c) The Company shall furnish the period Stockholders such number of time prospectuses and such Registration Statement remains effective;other documents as they may reasonably request in order to facilitate the disposition of the Registrable Shares owned by them and all material correspondence with the SEC relating to such registration.
(d) The Company shall use its commercially reasonable efforts pay all costs (excluding any transfer taxes, fees and expenses of any Stockholder's counsel, and any underwriting discounts or selling commissions or other charges of any broker-dealer acting on behalf of any Stockholder), fees and expenses in connection with all registration statements filed pursuant to register Section 2 hereof, including without limitation the Company's legal and qualify accounting fees and expenses, printing expenses and blue sky fees and expenses.
(e) The Company will take all necessary action which may be required in connection with qualifying or registering the Registrable Shares covered by such Registration Statement included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably are requested by the Investors; Stockholders, provided that the Company shall not be required in connection therewith or obligated to qualify as a condition thereto to qualify foreign corporation to do business or to file a general consent to service under the laws of process in any such states or jurisdictions;jurisdiction.
(ef) During Use its best efforts to furnish, on the period of time such Registration Statement remains date that the registration statement with respect to any Registrable Shares becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Stockholders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Stockholders requesting registration of Registrable Shares.
(g) The Company shall notify each Investor of Stockholder owning Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; and.
Appears in 1 contract
Samples: Registration Rights Agreement (U S Interactive Inc/Pa)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.23.2, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(cb) The Company shall prepare and file with the SEC Securities and Exchange Commission (the “SEC”) such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(dc) The Company shall use its commercially reasonable efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorsInvestor; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(ed) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fe) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(gf) The obligations of the Company shall provide a transfer agent and registrar for all hereunder with respect to the Registrable Shares registered hereunder are subject to the Investor furnishing to the Company such appropriate information concerning the Investor, the Registrable Shares and a CUSIP number for all the terms of the Investor offering of such Registrable Shares, Shares as the Company may reasonably request in each case not later than the effective date of such registration; andwriting.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall use its best efforts to file a registration statement within 45 days prior of receipt of any Demand Registration pursuant to Section 6.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable 8935\5\912646.1 time. The Company will promptly notify each Holder of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or Commission for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement registration statement or any such Prospectus prospectus relating thereto or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsfor additional information.
(b) Following The Company shall furnish to each Holder of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the effective date requirements of the Registration Statement under Act, and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holders.
(c) If the Company shall fail to comply with the provisions of Section 5.26.3(a), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesHolder(s), as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Holder(s) requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(cd) The Company shall prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least 12 months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the Holder or Holders of Registrable Securities set forth in such registration statement. If at any time the Commission should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;
(d) The registration statement, the Company shall will promptly notify each Holder of Registrable Securities and will use its commercially all reasonable efforts to register prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and qualify take all reasonably necessary action which may be required in qualifying or registering the Shares covered by such Registration Statement Registrable Securities included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably requested are required by the Investors; Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the jurisdiction. The Company shall notify each Investor of use its good faith reasonable efforts to cause such Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the Holder(s) thereof to consummate the disposition of such Registrable Securities.
(e) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the happening of any event same extent 8935\5\912646.1 and with the same effect as a result of the provisions pursuant to which the prospectus included in such Registration Statement, Company has agreed to indemnify the Underwriter as then in effect, includes an 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 contained in the light of the circumstances then existing;Underwriting Agreement.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued If requested by the Company are then listed;prior to the filing of any registration statement covering the Registrable Securities, each of the Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities.
(g) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the filing of any registration statement or the effectiveness thereof.
(h) The Company shall provide not permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 6.3 hereof without the prior written consent of the Majority of Holders which consent will not be unreasonably withheld or delayed.
(i) The Company shall furnish to each Holder participating in an offering and to the managing underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registrationregistration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "Cold Comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(j) The Company shall deliver promptly to each Holder participating in an offering and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance 8935\5\912646.1 notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) With respect to a registration statement filed pursuant to Section 6.3, the Company, if requested, shall enter into an underwriting agreement with the managing underwriter, reasonably satisfactory to the Company, selected for such underwriting by a Majority of Holders requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders, if required by the underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(l) Notwithstanding the provisions of Section 6.2 or Section 6.3 of this Agreement, the Company shall not be required to effect or cause the registration of Registrable Securities pursuant to Section 6.2 or Section 6.3 hereof if, within 30 days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders and to the Company's transfer agent requesting registration of such Registrable Securities, in form and substance satisfactory to counsel to such Holder(s), to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, in the manner proposed by such Holder(s), without registration under the Securities Act, or (ii) the Commission shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration under the Securities Act; andprovided, however, if the Company's transfer agent does not permit the sale of the Registrable Securities upon request or for any other reason such sale is delayed, the Company shall thereafter immediately notify such Holders that it will register the Registrable Securities for sale under the Act and cause such Registrable Securities to be so registered.
(m) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (i) the Company shall not be the surviving corporation and (ii) the shareholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities 8935\5\912646.1 under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities."
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (JMG Exploration, Inc.)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or In connection with any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be registration filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2hereto, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration StatementStatement (including, without limitation, the exhibits and schedules thereto), preliminary prospectus and prospectus meeting the requirements of the Securities ActAct (including, without limitation, any and all amendments or supplements thereto), and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution sell, distribute or otherwise dispose of the Investor's Registrable Shares registered Securities. The Investors agree that, upon request from the Company, they will supply information regarding themselves, their Registrable Securities and their plan of resale to the Company, and that such Investors and their successors and assigns will promptly notify the Company of any changes in connection such information, other than sales or transfers of Common Stock.
(b) The Company shall provide the Investor, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the Investor or underwriter (each, an "Inspector" and, collectively, the "Inspectors"), the opportunity to review and comment (including reviewing and commenting on relevant documents and agreements) in the preparation of such Registration Statement, each prospectus included therein or filed with the Registration StatementCommission and each amendment or supplement thereto.
(c) The For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, the Company shall prepare make available for inspection at the Company's offices and file with copying by the SEC Inspectors such amendments financial and supplements other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such Registration Statement inquiries and the prospectus used to supply all information reasonably requested by any such Inspector in connection with such Registration Statement Statement, as may shall be necessary reasonably necessary, in the judgment of the respective counsel, to comply with conduct a reasonable investigation within the meaning of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;Act.
(d) The Company shall use its commercially reasonable efforts to register promptly notify in writing the Investor, the sales or placement agent, if any, therefor and qualify the Shares covered by managing underwriter of the securities being sold, (i) when such Registration Statement under or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such other securities Registration Statement or Blue Sky laws any post-effective amendment, when the same has become effective, (ii) when the Commission notifies the Company whether there will be a "review" of such jurisdictions as shall be reasonably requested Registration Statement, (iii) of any comments (oral or written) by the Investors; provided that Commission and by the Company shall not be required in connection therewith blue sky or as a condition securities commissioner or regulator of any state with respect thereto or (iv) of any request by the Commission for any amendments or supplements to qualify to do business such Registration Statement or to file a general consent to service of process in any such states the prospectus or jurisdictions;for additional information.
(e) During The Company shall promptly notify in writing the period Investor, the sales or placement agent, if any, therefor and the managing underwriter of time such the securities being sold pursuant to any Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which the which, any prospectus included in such Registration Statement, as then in effect, includes Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the Commission promptly following notice of the occurrence of such event to the Investor, the sales or placement agent and the managing underwriter so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall 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 in light of the circumstances under which they were made.
(f) The Company shall promptly notify in writing the Investor, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the Commission of (i) any stop order issued or threatened to be issued by the Commission or (ii) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and the Company agrees to use its commercially reasonable efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date.
(g) The Company shall prepare and file with the Commission such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) (or any similar provision then in force) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange 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 thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If the Investor so requests, to request acceleration of effectiveness of the Registration Statement from the Commission and any post-effective amendments thereto, if any are filed. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration.
(h) The Company shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to this Agreement including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses and the fees and expenses of one counsel to the Investor, not to exceed $5,000; provided, however, that the Investor shall be solely responsible for any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Investor pursuant thereto.
(i) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a Registration Statement for offering and sale under the securities or blue sky laws of such states where such registration or qualification is required and an exemption is not available and as are reasonably requested by the Investors of such securities; provided, that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. The Company shall keep such registration or qualification in effect for so long as the Registration Statement is required to be effective hereunder.
(j) The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investor may request a reasonable period of time prior to sales of the securities pursuant to such Registration Statement.
(k) The Company agrees generally to cooperate with Investors in effecting compliant resale of the Registrable Securities, including comfort and other customary broker agreements and documentations and certificates.
(l) The Company shall use its best efforts to cause all Registrable Securities covered by the Registration Statement to be registered or qualified with or approved by all other applicable governmental authorities as may be necessary, in the opinion of counsel to the Company and counsel to the Investors, to enable the Investors to consummate the disposition of such Registrable Shares Securities.
(m) The Company shall supplement or amend the Registration Statement to include in the Registration Statement any additional securities that become Registrable Securities by operation of the definition thereof unless such securities are otherwise registered hereunder under the Securities Act.
(n) The Company shall use its best efforts to cause all Registrable Securities included in the Registration Statement to be listed on Nasdaq and each securities exchange on which securities of the same class issued by the Company are then listed;, or, if not then listed on any securities exchange or Nasdaq, to be eligible for trading in any over-the-counter market or trading system in which securities of the same class are then traded.
(go) The Company shall provide shall, if reasonably requested by any Investor or if required by law or the Commission or other applicable rule or regulation, promptly incorporate in the Registration Statement such appropriate information as the Investor may reasonably request to have included therein by filing a transfer agent Form 8-K, or filing a supplement to the prospectus, to reflect any change in the information regarding the Investor, and registrar for make all required filings with the Commission in respect of any offer or sale of Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than Securities or any amendment or supplement to the effective date of such registration; andRegistration Statement or related prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Bodisen Biotech, Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under SECTION 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable best efforts to register file a registration statement within forty-five (45) days of receipt of any demand therefor in accordance with Section 7.3(a), shall use its best efforts to have any registration statement declared effective at the earliest possible time, and qualify shall furnish each Holder desiring to sell the Shares covered underlying the Underwriter's Warrants such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by such Registration Statement it pursuant to this Section 7.4(a) if the Company is publicly committed to a self-tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M under such other securities or Blue Sky laws the Securities Exchange Act of 1934 as amended (the "Exchange Act"). In the event of such jurisdictions as postponement, the Company shall be reasonably requested required to file the registration statement pursuant to this Section 7.4(a) upon the earlier of (i) the consummation or termination, as applicable, of the event requiring such postponement or (ii) 90 days after the receipt of the initial demand for such registration. Additionally, notwithstanding anything to the contrary contained herein, during any period that a registration statement filed pursuant to Section 7.3 hereof is effective, the Company shall have the right to prohibit the sale of any shares thereunder upon notice to the Holder(s) (A) if in the opinion of counsel for the Company, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed where it is significant to the Investors; operations or well being of the Company that such information remain undisclosed, provided that the Company shall not be required in connection therewith or as a condition thereto use its best efforts to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During minimize the period of time in which it shall prohibit the sale of any of such Registration Statement remains effectiveshares pursuant to this clause (A), (B) for periods of up to 30 days if the Company shall notify each Investor reasonably believes that such sale might reasonably be expected to have an adverse effect on any significant proposal or plan of Registrable Shares covered by such the Company to engage in an acquisition of assets or any merger, consolidation, tender offer, financing, corporate reorganization or similar transaction; (C) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company initiated registration statement at any time when a prospectus relating thereto is required in which the Holders are entitled to be delivered under the Securities Act and may in fact participate in accordance with Section 7.2 hereof, but in no event longer than 180 days; or (D) upon the happening of any event event, as a result of which the prospectus included in such Registration Statement, as then in effect, under the registration statement includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;existing (in which case, the Company shall within a reasonable period provide the Holder with revised or supplemental prospectuses and the Holders shall promptly take action to cease making any offers of such shares until receipt and distribution of such revised or supplemental prospectuses.
(b) The Company shall pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to SECTIONS 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to SECTION 7.3(c).
(c) The Company will take all necessary action which may be required in qualifying or registering the Underwriter's Warrants and Shares underlying the Underwriter's Warrants included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Underwriter's Warrants and Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in SECTION 7 of the Underwriting Agreement.
(e) The Holder(s) of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of SECTION 15 of the Act or SECTION 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in SECTION 7 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Underwriter's Warrants prior to be listed on each securities exchange on which securities the initial filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Shares underlying the Underwriter's Warrants and Underwriter's Warrants to be included in any registration statement filed pursuant to SECTION 7.3 hereof, or permit any other registration statement (other than in connection with a transfer agent merger or on Form S-8) to become effective within 120 days of a registration statement filed pursuant to SECTION 7.3 hereof, without the prior written consent of the Holders of the Underwriter's Warrants and registrar for all Registrable Shares registered hereunder underlying the Underwriter's Warrants representing a majority of the shares of Common Stock issuable upon the exercise of such Underwriter's Warrants.
(h) If the Shares underlying the Shares underlying the Underwriter's warrants are to be sold in an underwritten public offering, the Company shall use its best efforts to furnish to each Holder participating in the offering and to each such underwriter, a CUSIP number for all signed counterpart, addressed to such Registrable Sharesunderwriter, of (i) an opinion of counsel to the Company dated the date of the closing under the underwriting agreement, and (ii) a "cold comfort" letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case not later than covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(i) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, have made "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with SECTION 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(j) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, and the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such registration; andinvestigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) The Company shall enter into an underwriting agreement with the managing underwriter(s) selected for such underwriting, if any, by Holders holding a Majority of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants requested to be included in such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter(s). The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Underwriter's Warrants and the Shares underlying the Underwriter's Warrants and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter(s) except as they may relate to such Holders, their intended methods of distribution, and except for matters related to disclosures with respect to such Holders, contained or required to be contained, in such registration statement under the Act and the rules and regulations thereunder.
(1) For purposes of this Agreement, the term "Majority" in reference to the Holders of Underwriter's Warrants and Shares, shall mean in excess of fifty percent (50%) of the then outstanding Shares, assuming the full exercise of all Underwriter's Warrants that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their families, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (Frost Hanna Capital Group Inc)
Covenants of the Company With Respect to Registration. The In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows:
(ai) Not less than five business days prior The Company shall use its best efforts to have any registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each Registered Holder of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or SEC for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed registration statement or any prospectus relating thereto or for additional information.
(including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. ii) The Company shall not file furnish to each Registered Holder of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the Registration Statement or any requirements of the Act, and such Prospectus or any amendments or supplements thereto other documents as the Registered Holders may reasonably request in order to which facilitate the holders of a majority disposition of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and Securities by such Registered Holders.
(iii) If the Company shall make reasonable efforts fail to address comply with the objections raised. In the event the holders provisions of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(bSections 3(a) Following the effective date of the Registration Statement under Section 5.2and 3(b), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesRegistered Holder(s), as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Registered Holder(s) requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(civ) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least 12 months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the Registered Holder or Registered Holders of Registrable Securities set forth in such registration statement. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;
(d) The registration statement, the Company shall will promptly notify each Registered Holder of Registrable Securities and will use its commercially all reasonable efforts to register prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and qualify take all reasonably necessary action which may be required in qualifying or registering the Shares covered by such Registration Statement Registrable Securities included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably requested are required by the Investors; Registered Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the jurisdiction. The Company shall notify each Investor of use its good faith reasonable efforts to cause such Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under registered with or approved by such other governmental agencies or authorities of the Securities Act United States or the happening of any event State thereof as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to may be stated therein or reasonably necessary to make enable the statements therein not misleading in Registered Holder(s) thereof to consummate the light disposition of the circumstances then existing;such Registrable Securities.
(fv) The Company shall use its commercially reasonable efforts to cause all such indemnify the Registered Holder(s) of the Registrable Shares registered hereunder Securities to be listed on sold pursuant to any registration statement and each securities exchange on which securities person, if any, who controls such Registered Holders within the meaning of Section 15 of the same class issued Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement.
(vi) If requested by the Company are then listed;prior to the filing of any registration statement covering the Registrable Securities, each of the Registered Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Registered Holder, or their successors or assigns, for specific inclusion in such registration statement, except that the maximum amount which may be recovered from each Registered Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Registered Holder from the sale of the Registrable Securities.
(gvii) Nothing contained in this Agreement shall be construed as requiring the Registered Holder(s) to exercise their Warrants prior to the filing of any registration statement or the effectiveness thereof.
(viii) The Company shall provide furnish to each Registered Holder participating in an offering and to the managing underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesRegistered Holder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a “Cold Comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.
(ix) The Company shall deliver promptly to each Registered Holder participating in an offering and to the managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the SEC or its staff with respect to the registration statement and permit each Registered Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Registered Holder shall reasonably request.
(x) The Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (i) the Company shall not be the surviving corporation and (ii) the shareholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to “Registrable Securities” shall be deemed to include the securities which the Registered Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of “Registrable Securities.”
(xi) In the event of an underwritten registered offering the managing underwriter(s) advise the Company in writing that in their opinion the number of Registrable Securities exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. In the event the number of shares available under a registration statement filed pursuant to Section 3 (a) is insufficient to cover 100% of the Registrable Securities required to be covered by such Registration Statement, the Company shall amend the registration statement, or file a new registration statement (on the short form available therefor, if applicable), or both, so as to cover 100% of the number of such Registrable Securities as of the trading day immediately preceding the date of the filing of such amendment or new registration statement, in each case, as soon as practicable, but in any event not later than 45 days after the necessity therefor arises. The Company shall use it reasonable best efforts to cause such amendment or new registration statement to become effective as soon as practicable following the filing thereof.
(xii) All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company will be borne by the Company. In no event shall the Company be obligated to be pay any discounts or commissions with respect to the shares sold by any holder of Registrable Securities. In connection with each Registration Document, the Company will reimburse the holders of Registrable Securities covered by such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities initially requesting such registration; and.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall use its best efforts to file a registration statement within 45 days prior of receipt of any demand pursuant to Section 7.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each seller of such Registrable Securities, and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective, and (iii) of any request by the Registration Statement or any related Prospectus or SEC for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated registration statement or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysany prospectus relating thereto or for additional information. The Company shall not file furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the Registration Statement or any requirements of the Act, and such Prospectus or any amendments or supplements thereto other documents as such seller may reasonably request in order to which facilitate the holders of a majority disposition of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any Securities by such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsseller.
(b) Following The Company shall pay all costs (excluding transfer taxes, if any, and fees and reasonable expenses of Holder's counsel (such costs of counsel not to exceed $10,000)), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) including, without limitation, the effective date Company's legal and accounting fees, printing expenses, blue sky fees and expenses. If the Company shall fail to comply with the provisions of the Registration Statement under Section 5.27.3(a), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesHolder, as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Holder requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least nine months, and to comply with the Securities provisions of the Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers of Registrable Securities set forth in such registration statement. If at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andSEC should
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company hereby covenants and agrees as follows; provided, however, that any Registration Statement for the Company filed subsequent to the consummation of the Merger will not be declared effective by the Commission without the required presentation under the Commission's Regulation S-B of an audited balance sheet as at the end of the most recent fiscal year of the business acquired and audited statements of income, cash flows and changes in stockholders' equity for such business for each of the two fiscal years preceding the date of such balance sheet:
(a) Not less than five business days prior The Company shall use reasonable efforts to the filing of cause the Registration Statement or to become effective as promptly as possible under the circumstances at the time prevailing and, if any related Prospectus or any amendment or supplement theretostop order shall be issued by the Commission in connection therewith, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use its reasonable efforts to address obtain the objections raised. In the event the holders removal of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsorder.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsHolder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, Shares as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Registrable Holder's Shares. The obligations of the Company hereunder with respect to the Holder's Shares registered in connection with are expressly conditioned on the Registration StatementHolder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Shares and the terms of the Holder's offering of such shares as the Company may request.
(c) The Company will pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Section 1 hereof, including, without limitation, the Company's legal and accounting fees, printing expenses and blue sky fees and expenses; provided, however, that the Holder shall prepare and file with be solely responsible for the SEC such amendments and supplements to such Registration Statement and fees of any counsel retained by the prospectus used Holder in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect registration and any transfer taxes or underwriting discounts, selling commissions or selling fees applicable to the disposition of all Shares covered sold by such Registration Statement during the period of time such Registration Statement remains effective;Holder pursuant thereto.
(d) The Company shall will use its commercially reasonable efforts to qualify or register and qualify the Shares covered by such included in a Registration Statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably are requested by the Investors; Holder, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process (unless the Company is already then subject to service in such jurisdiction) or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effectivejurisdiction, the Company shall notify each Investor of Registrable Shares covered except as may be required by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use and its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent rules and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andregulations.
Appears in 1 contract
Samples: Registration Rights Agreement (Take Two Interactive Software Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than The Company shall use its reasonable best efforts to file a registration statement within forty-five business (45) days prior of receipt of any demand pursuant to Section 7.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each seller of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or SEC for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated registration statement or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysany prospectus relating thereto or for additional information. The Company shall not file furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the Registration Statement or any requirements of the Act, and such Prospectus or any amendments or supplements thereto other documents as such seller may reasonably request in order to which facilitate the holders of a majority disposition of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any Securities by such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsseller.
(b) Following The Company shall pay all costs (excluding transfer taxes, if any, and fees and expenses of Holder(s)' counsel and the effective date Holder's pro-rata portion of the Registration Statement under Section 5.2selling discount or commissions), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus fees and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3 hereof including, without limitation, the Registration StatementCompany's legal and accounting fees, printing expenses, blue sky fees and expenses.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least nine months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the seller or sellers of Registrable Securities set forth in such registration statement. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;registration statement, the Company will promptly notify each seller of such Registrable Securities and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Registrable Securities included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are required by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. The Company shall use its good faith reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities.
(d) The Company shall use its commercially reasonable efforts indemnify the Holder(s) of the Registrable Securities to register be sold pursuant to any registration statement and qualify each person, if any, who controls such Holders within the Shares covered by meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from statements contained in such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested registration statement not provided in writing by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;Holders.
(e) During Each of the period Holder(s) of time such Registration Statement remains effectivethe Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Company shall notify each Investor of Registrable Shares covered Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such registration statement at any time when a prospectus relating thereto is required and to the extent that the maximum amount which may be delivered under recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the Securities Act or amount of net proceeds received by the happening of any event as a result of which Holder from the prospectus included in such Registration Statement, as then in effect, includes an 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 in the light sale of the circumstances then existing;Registrable Securities.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Warrants prior to be listed on each securities exchange on which securities the filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 7.3 hereof without the prior written consent of the Holders of the Registrable Securities representing a transfer agent majority of such securities.
(h) The Company shall furnish to each Holder participating in the offering and registrar for all Registrable Shares registered hereunder and to each underwriter, if any, a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration; registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(i) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(j) With respect to a registration statement filed pursuant to Section 7.3, the Company, if requested, shall enter into an underwriting agreement with the managing underwriter, reasonably satisfactory to the Company, selected for such underwriting by Holders holding a majority of the Registrable Securities requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders, if required by the Underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(k) Notwithstanding the provisions of paragraph 7.2 or paragraph 7.3 of this Agreement, the Company shall not be required to effect or cause the registration of Registrable Securities pursuant to paragraph 7.2 or paragraph 7.3 hereof if, within thirty (30) days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders requesting registration of such Registrable Securities, in form and substance satisfactory to counsel to such Holder(s), to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, in the manner proposed by such Holder(s), without registration under the Securities Act, or (ii) the SEC shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration under the Securities Act.
(l) After the date of this Agreement, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (a) the Company shall not be the surviving corporation and (b) the stockholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities".
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection ----------------------------------------------------- with any registration under Section 14.1 or 14.2 hereof, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall use its best efforts to file a registration statement within sixty (60) days prior of receipt of any demand therefor, shall use its best efforts to have any registration statements declared effective at the earliest possible time, and shall furnish each Registered Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be required; provided, however, that the Company may at any time, delay the filing -------- ------- or delay or suspend the effectiveness of such demand or piggyback registration or, without suspending such effectiveness, instruct the Registered Holder(s) not to sell any securities included in such demand or piggyback registration, (i) if the Company shall have determined upon the written advice of counsel (confirmation of which notice shall be provided to the filing of Registered Holder(s) in writing by such counsel) that the Registration Statement Company would be required to disclose any actions taken or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (taken by the Company in good faith and for valid business reasons, including documents incorporated without limitation, the acquisition or deemed incorporated by reference to the extent requested by such person)divestiture of assets, which documents will be subject disclosure would have a material adverse effect on the Company or on such actions, or (ii) if required by law, to update the review prospectus relating to any such registration to include updated financial statements (a "Suspension Period") by providing the Registered Holder(s) with written notice of such Investors within such five business Suspension Period and the reasons therefor; and provided further, that -------- ------- the Suspension Periods, in the aggregate, do not exceed sixty (60) days. The Company shall not file provide such notice as soon as practicable and in any event prior to the Registration Statement or any commencement of such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raisedSuspension Period. In the event the holders of a majority Suspension Period, the nine-month effective period during which a demand registration is to remain effective pursuant to Section 14.1 shall be tolled until the end of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsSuspension Period.
(b) Following the effective date The Company shall pay all costs (excluding fees and expenses of the Registration Statement under Registered Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of the Registered Holder(s)), fees and expenses in connection with all post-effective amendments or new registration statements filed pursuant to Sections 14.1 and 14.2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. Provided the Registered Holders(s) requesting registration shall have timely furnished the Company with all information and taken such other actions as may be required by the Company in order to effect such registration, if the Company shall willfully fail to comply with the provisions of Section 5.214.3(a), the Company shall, upon in addition to any other equitable or other relief available to the request of Registered Holder(s), extend the Investors, forthwith supply Exercise Period by such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, days as shall be reasonably requested equal the delay caused by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration StatementCompany's failure.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as will take all necessary action which may be necessary to comply with required in qualifying or registering the Warrant Securities Act with respect to included in a registration statement for offering and sale under the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be is reasonably requested by the Investors; Registered Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states jurisdiction.
(d) Nothing contained in this Agreement shall be construed as requiring the Registered Holder(s) to exercise this Representatives' Warrant prior to the initial filing of any registration statement or jurisdictions;the effectiveness thereof.
(e) During the period of time such Registration Statement remains effective, the The Company shall notify furnish to each Investor of Registrable Shares Registered Holder participating in an offering covered by a registration statement filed pursuant to this Agreement a signed counterpart, addressed to such Registered Holder, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement at any time when a prospectus relating thereto is required to be delivered (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the Securities Act or underwriting agreement), and (ii) a "cold comfort" letter dated the happening effective date of any event as such registration statement (and, if such registration includes an underwritten public offering, a result letter dated the date of which the closing under the agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such Registration Statementaccountants' letter, with respect to events subsequent to the date of such financial statements, as then are customarily covered in effect, includes an untrue statement opinions of a material fact or omits issuer's counsel and in accountants' letters delivered to state a material fact required to be stated therein or necessary to make the statements therein not misleading underwriters in the light underwritten public offerings of the circumstances then existing;securities.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities as soon as practicable after the effective date of the same class issued by registration statement, and in any event within fifteen (15) months thereafter, make "generally available to its security holders" (within the Company are then listed;meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement.
(g) The Company shall provide deliver promptly to each Registered Holder participating in the offering who shall have requested in writing the correspondence and memoranda described below and to the managing underwriters, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Registered Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Registered Holder or underwriter shall reasonably request.
(h) The Company agrees that until all the Warrant Securities have been sold under a transfer registration statement or pursuant to Rule 144 under the Act, it shall keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Warrant Securities to sell such securities under Rule 144.
(i) For purposes of this Agreement, the term "majority" in reference to the Registered Holder(s) of Warrant Securities, shall mean in excess of fifty percent (50%) of the then outstanding Warrant Securities that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, and registrar for all Registrable Shares registered hereunder and (ii) have not been resold to the public pursuant to a CUSIP number for all such Registrable Shares, in each case not later than registration statement filed with the effective date of such registration; andCommission under the Act.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with any registration under this Section 5, the Company covenants and agrees as followsthat it shall:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the Securities provisions of the Act with respect to the disposition of all Shares Registrable Securities covered by such Registration Statement during registration statement in accordance with the period intended method of time disposition set forth in such Registration Statement remains effectiveregistration statement for such period;
(b) upon the written request therefor by any Holder(s), include in the registration statement any other shares of Common Stock of the Company held by such Holder(s) as of the date of filing of such registration statement, provided that there shall not be in effect any reduction required pursuant to the penultimate sentence of Section 5.1 hereof and any such Common Stock so included shall be deemed shares of Common Stock for purposes of this Section 5 other than for purposes of the definition of Majority of Holders as herein below set forth;
(c) furnish to each seller of such shares of Common Stock covered by the registration statement and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended disposition of the shares of Common Stock covered by such registration statement;
(d) The Company shall use its commercially reasonable best efforts (i) to register and or qualify the Shares shares of Common Stock covered by such Registration Statement registration statement under such other the securities or Blue Sky "blue sky" laws of such jurisdictions as the sellers of such shares of Common Stock or, in the case of an underwritten public Private Placement, the managing underwriter reasonably shall request, (ii) to prepare and file in those jurisdictions such amendments (including post effective amendments) and supplements, and take such other actions, as may be reasonably requested by necessary to maintain such registration and qualification in effect at all times for the Investors; period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions, provided that the Company shall not for any such purpose be required in connection therewith or to qualify generally to transact business as a condition thereto to qualify to do business foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any such states or jurisdictionsjurisdiction;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; and
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use best efforts to the filing of file the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to within forty five (45) days after the Investors copies date of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysthis Agreement. The Company shall not file respond within 10 business days to all comments raised by the SEC and shall use its best efforts to cause the Registration Statement or any to be declared effective by the SEC within ninety (90) days after the filing date , it being understood by the Holders that the Company cannot guarantee that such Prospectus or any amendments or supplements thereto to which the holders of a majority Registration Statement will clear SEC comments and be declared effective within ninety (90) days of the Registrable Shares filing date. If any stop order shall reasonably object be issued by the SEC in good faith based on the advice of counsel and connection therewith, the Company shall make reasonable use best efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all actions which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. The Holders shall advise the Company of the identity of such states or jurisdictions;
within five (e5) During days of the period of time such Registration Statement remains effectiveCompany’s written request. In the event the Holders fail to timely so advise the Company, the Company Holders shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required be deemed to be delivered under have waived the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits right to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of request such registration; and.
Appears in 1 contract
Samples: Registration Rights Agreement (Universal Guardian Holdings Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement theretoto become effective with the Commission as promptly as possible and in no event more than 100 days after the date of this Agreement (provided, furnish to however, that the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file be liable to the Registration Statement Holders or in default of this covenant in event that the Commission’s review process delays such effectiveness). If any such Prospectus or any amendments or supplements thereto to which stop order shall be issued by the holders of a majority of the Registrable Shares shall reasonably object Commission in good faith based on the advice of counsel and connection therewith, the Company shall make use its best reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder’s Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder’s Registrable Securities are subject to the Holder’s furnishing to the Company such appropriate information concerning the Holder, the Holder’s Registrable Securities and the terms of the Holder’s offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company’s legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all necessary action which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with each Registration under this Section 3, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(di) The Company shall use its commercially best efforts to have any Registration Statement declared effective at the earliest practicable time. The Company will promptly notify each Holder of included Registrable Securities and confirm such advice in writing, (A) when such Registration Statement becomes effective, (B) when any post-effective amendment to such Registration Statement becomes effective and (C) of any request by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information.
(ii) The Company shall furnish to each Holder of included Registrable Securities such number of copies of such Registration Statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Act, and such other documents as such Holders may reasonably request in order to facilitate their disposition of the Registrable Securities.
(iii) If the Company shall fail to comply with the provisions of Sections 3(a), 3(b) and/or 3(c) of this Warrant, the Company shall, in addition to any other equitable or other relief available to the Holders, be liable for any or all special and consequential damages sustained by the Holders requesting registration of their Registrable Securities.
(iv) If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any Registration Statement, the Company will promptly notify each Registered Holder of Registrable Securities and will use all reasonable efforts to register prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible.
(v) The Company will use its good faith reasonable efforts and qualify take all reasonably necessary action which may be required in qualifying or registering the Shares covered by such Registrable Securities included in a Registration Statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably requested are required by the Investors; Holders, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;jurisdiction.
(evi) During The Company shall use its good faith reasonable efforts to cause such Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities of the period United States or any State thereof as may be reasonably necessary to enable the Holder(s) thereof to consummate the disposition of time such Registrable Securities.
(vii) The Company shall furnish to each Holder that has included Registrable Securities in a Registration Statement and to the managing underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such Registration Statement remains effective(and, if such Registration Statement includes an underwritten public offering, an opinion dated the Company shall notify each Investor date of Registrable Shares covered by the closing under the underwriting agreement), and (ii) a “Cold Comfort” letter dated the effective date of such Registration Statement (and, if such registration statement at any time when includes an underwritten public offering, a prospectus relating thereto is required to be delivered letter dated the date of the closing under the Securities Act or underwriting agreement) signed by the happening of any event as independent public accountants who have issued a result of which report on the prospectus Company’s financial statements included in such Registration Statement, as then in effecteach case covering substantially the same matters with respect to such Registration Statement and, includes an 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 in the light case of such accountants’ letter, with respect to events subsequent to the circumstances then existing;date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.
(fviii) The Company shall use deliver promptly to each Holder that has included Registrable Securities in a Registration Statement and to the managing underwriter, if any, copies of all correspondence between the SEC and the Company, its commercially counsel or auditors and all non-privileged memoranda relating to discussions with the SEC or its staff with respect to the Registration Statement and permit each such Holder and underwriter to do such investigation, upon reasonable efforts advance notice, with respect to cause all such Registrable Shares registered hereunder information contained in or omitted from the Registration Statement as it deems reasonably necessary to be listed on each comply with applicable securities exchange on which securities laws or rules of the same class issued NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(ix) All expenses incident to the Company’s performance of or compliance with this Warrant, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company are then listed;
(g) The will be borne by the Company. In no event shall the Company shall provide a transfer agent and registrar for all be obligated to be pay any discounts or commissions with respect to the Registrable Shares registered hereunder sold by any Holder. In connection with each Registration Statement, the Company will reimburse the Holders of included Registrable Securities for the reasonable fees and disbursements of one counsel chosen by the Holders of a CUSIP number for all such majority of the included Registrable Shares, in each case not later than the effective date of such registration; andSecurities.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall use its best efforts to file a registration statement within 45 days prior of receipt of any Demand Registration pursuant to Section 6.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each Holder of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post-effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or Commission for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement registration statement or any such Prospectus prospectus relating thereto or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsfor additional information.
(b) Following The Company shall furnish to each Holder of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the effective date requirements of the Registration Statement under Act, and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holders.
(c) If the Company shall fail to comply with the provisions of Section 5.26.3(a), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesHolder(s), as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Holder(s) requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(cd) The Company shall prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least 12 months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the Holder or Holders of Registrable Securities set forth in such registration statement. If at any time the Commission should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;
(d) The registration statement, the Company shall will promptly notify each Holder of Registrable Securities and will use its commercially all reasonable efforts to register prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and qualify take all reasonably necessary action which may be required in qualifying or registering the Shares covered by such Registration Statement Registrable Securities included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably requested are required by the Investors; Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the jurisdiction. The Company shall notify each Investor of use its good faith reasonable efforts to cause such Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the Holder(s) thereof to consummate the disposition of such Registrable Securities.
(e) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the happening of any event same extent and with the same effect as a result of the provisions pursuant to which the prospectus included in such Registration Statement, Company has agreed to indemnify the Underwriter as then in effect, includes an 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 contained in the light of the circumstances then existing;Underwriting Agreement.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued If requested by the Company are then listed;prior to the filing of any registration statement covering the Registrable Securities, each of the Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company, except that the maximum amount which may be recovered from each Holder pursuant to this paragraph or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities.
(g) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the filing of any registration statement or the effectiveness thereof.
(h) The Company shall provide not permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 6.3 hereof without the prior written consent of the Majority of Holders which consent will not be unreasonably withheld or delayed.
(i) The Company shall furnish to each Holder participating in an offering and to the managing underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registrationregistration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a “Cold Comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.
(j) The Company shall deliver promptly to each Holder participating in an offering and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) With respect to a registration statement filed pursuant to Section 6.3, the Company, if requested, shall enter into an underwriting agreement with the managing underwriter, reasonably satisfactory to the Company, selected for such underwriting by a Majority of Holders requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriter, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders, if required by the underwriter to be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(l) Notwithstanding the provisions of Section 6.2 or Section 6.3 of this Agreement, the Company shall not be required to effect or cause the registration of Registrable Securities pursuant to Section 6.2 or Section 6.3 hereof if, within 30 days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders and to the Company’s transfer agent requesting registration of such Registrable Securities, in form and substance satisfactory to counsel to such Holder(s), to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, in the manner proposed by such Holder(s), without registration under the Securities Act, or (ii) the Commission shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration under the Securities Act; andprovided, however, if the Company’s transfer agent does not permit the sale of the Registrable Securities upon request or for any other reason such sale is delayed, the Company shall thereafter immediately notify such Holders that it will register the Registrable Securities for sale under the Act and cause such Registrable Securities to be so registered.
(m) After completion of the Public Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (i) the Company shall not be the surviving corporation and (ii) the shareholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to “Registrable Securities” shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of “Registrable Securities.”
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (VirnetX Holding Corp)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use best efforts to the filing of cause the Registration Statement or to become effective with the SEC as promptly as possible and in no event more than 120 days after the date of this Agreement. If any related Prospectus or any amendment or supplement theretostop order shall be issued by the SEC in connection therewith, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use commercially reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all actions which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable best efforts to register file a registration statement within sixty (60) days of receipt of any demand therefor in accordance with Section 7.3(a), shall use its best efforts to have any registration statement declared effective by within 90 days after filing, and qualify shall furnish each Holder desiring to sell the Shares covered underlying the Underwriter's Warrants such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 7.4(a) if the Company (i) is publicly committed to a self-tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M under the Securities Exchange Act of 1934 as amended (the "Exchange Act") or (ii) or if the Company is involved in negotiating or consummating an acquisition or merger which would make such Registration Statement under such other securities or Blue Sky laws registration impracticable in which case the filing of the registration statement may be delayed for a reasonable period not to exceed 150 days. In the event of such jurisdictions as postponement, the Company shall be reasonably requested required to file the registration statement pursuant to this Section 7.4(a) upon the earlier of (i) the consummation or termination, as applicable, of the event requiring such postponement or (ii) 150 days after the receipt of the initial demand for such registration. Additionally, notwithstanding anything to the contrary contained herein, during any period that a registration statement filed pursuant to Section 7.3 hereof is effective, the Company shall have the right to prohibit the sale of any Warrants or Warrant Shares thereunder upon notice to the Holder(s) (A) if in the opinion of counsel for the Company, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed where it is significant to the Investors; operations or well being of the Company that such information remain undisclosed, provided that the Company shall not be required in connection therewith or as a condition thereto use its best efforts to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During minimize the period of time in which it shall prohibit the sale of any of such Registration Statement remains effectiveshares pursuant to this clause (A), (B) for periods of up to 30 days if the Company shall notify each Investor reasonably believes that such sale might reasonably be expected to have an adverse effect on any significant proposal or plan of Registrable Shares covered by such the Company to engage in an acquisition of assets or any merger, consolidation, tender offer, financing, corporate reorganization or similar transaction; (C) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 120 days after the effective date of, a Company initiated registration statement at any time when a prospectus relating thereto is required in which the Holders are entitled to be delivered under the Securities Act and may in fact participate in accordance with Section 7.2 hereof, but in no event longer than 180 days; or (D) upon the happening of any event event, as a result of which the prospectus included in such Registration Statement, as then in effect, under the registration statement includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;existing (in which case, the Company shall within a reasonable period provide the Holder with revised or supplemental prospectuses and the Holders shall promptly take action to cease making any offers of such shares until receipt and distribution of such revised or supplemental prospectuses.
(b) The Company shall pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c).
(c) The Company will take all necessary action which may be required in qualifying or registering the Underwriter's Warrants and Shares underlying the Underwriter's Warrants included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Underwriter's Warrants and Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 7 of the Underwriting Agreement.
(e) The Holder(s) of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 7 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Underwriter's Warrants prior to be listed on each securities exchange on which securities the initial filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Shares underlying the Underwriter's Warrants to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement (other than in connection with a transfer agent merger or acquisition) to become effective within 120 days of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Underwriter's Warrants or Shares underlying the Underwriter's Warrants representing a majority of the shares of Common Stock issuable upon the exercise of such Underwriter's Warrants.
(h) If the Shares underlying the Underwriter's Warrants are to be sold in an underwritten public offering, the Company shall use its best efforts to furnish to each Holder participating in the offering and registrar for all Registrable Shares registered hereunder to each such underwriter, a signed counterpart, addressed to such underwriter, of (i) an opinion of counsel to the Company dated the date of the closing under the underwriting agreement, and (ii) a CUSIP number for all "cold comfort" letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such Registrable Sharesregistration statement, in each case not later than covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(i) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, have made "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(j) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, and the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such registration; andinvestigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) The Company shall enter into an underwriting agreement with the managing underwriter(s) selected for such underwriting, if any, by Holders holding a Majority of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants requested to be included in such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter(s). The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Underwriter's Warrants and the Shares underlying the Underwriter's Warrants and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter(s) except as they may relate to such Holders, their intended methods of distribution, and except for matters related to disclosures with respect to such Holders, contained or required to be contained, in such registration statement under the Act and the rules and regulations thereunder.
(l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Underwriter's Warrants and Shares, shall mean in excess of fifty percent (50%) of the then outstanding Shares, assuming the full exercise of all Underwriter's Warrants that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their families, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (Pacifichealth Laboratories Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Sections 7.2 and 7.3 hereof (excluding any underwriting discounts and commissions which may be incurred in connection with the Registration Statement sale of any Registrable Securities and fees of counsel or any such Prospectus or any amendments or supplements thereto advisor to which the holders Holders of a majority of Registrable Securities) including, without limitation, the Registrable Shares shall reasonably object in good faith based on the advice of counsel Company’s legal and accounting fees, printing expenses and blue sky fees and expenses and the Company shall make reasonable efforts fees and expenses (not to address the objections raised. In the event the holders exceed $10,000) of a majority of the Registrable Shares object to any such filing pursuant one counsel to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number Holders of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsRegistrable Securities.
(b) Following The Company shall take all reasonably necessary action which may be required in qualifying or registering the effective date of the Registrable Securities included in a Registration Statement for offering and sale under Section 5.2, the Company shall, upon the request securities or blue sky laws of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, states as shall be are reasonably requested by the Investors holders of such securities, provided that the Company shall not be obligated to permit execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the Investors laws of any such jurisdiction or to provide any material undertaking or make a public distribution any changes in its by-laws or amended and restated certificate of incorporation which the Board of Directors determines to be contrary to the best interests of the Registrable Shares registered in connection with the Registration StatementCorporation or to modify any of its contractual relationships then existing.
(c) The Company Nothing contained in this Agreement shall prepare and file with be construed as requiring any Holder to exercise his Warrants prior to the SEC such amendments and supplements to such initial filing of any Registration Statement and or the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;effectiveness thereof.
(d) The Company shall deliver promptly to each holder of Registrable Securities participating in the offering copies of all correspondence between the Commission or its staff, on the one hand, and the Company, its counsel or auditors, on the other hand, with respect to the Registration Statement and permit each holder of Registrable Securities and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. (“NASD”); provided that each such holder of Registrable Securities agrees not to disclose or use such information without the prior written consent of the Company. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its commercially officers and independent auditors, all to such reasonable efforts extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request.
(e) In connection with any Registration Statement filed pursuant to register Sections 7.2 and qualify 7.3 hereof, the Shares Company shall furnish, or cause to be furnished, to each Holder participating in any underwritten offering and to each underwriter, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a “cold comfort” letter, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have issued a report on the Company’s financial statements included in such Registration Statement, in each case covering substantially the same matters with respect to such Registration Statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.
(f) The Company shall promptly notify each Holder of Registrable Securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effectiveStatement, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, upon the Company’s discovery that, or upon the happening of any event as a result of which which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and upon receipt of such notice each Holder shall not effect any sale of Shares and shall immediately cease utilizing or distributing such prospectus. At the request of any such Holder, the Company shall promptly prepare and furnish to such Holder and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on under which securities of the same class issued by the Company are then listed;they were made.
(g) The Company shall provide a transfer agent and registrar For purposes of this Agreement, the term “Majority Holders” means the Holders of Registrable Securities and/or Warrants exerciseable for all Registrable Shares registered hereunder and a CUSIP number Securities which constitute in excess of fifty percent (50%) of the then outstanding Registrable Securities and/or Warrants exerciseable for all such Registrable Shares, in each case not later than the effective date of such registration; andSecurities.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to become effective with the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file SEC as promptly as possible and in no event more than 90 days after filing the Registration Statement with the SEC (the “Effectiveness Due Date”); provided, however, in the event that the Company is unable to obtain audited financial statements from Astrophysics, Inc. for inclusion in the Registration Statement on or before 40 days after the date of this Agreement, the Effective Due Date shall be 100 days after the Registration Statement is filed with the SEC. If any such Prospectus or any amendments or supplements thereto to which stop order shall be issued by the holders of a majority of the Registrable Shares shall reasonably object SEC in good faith based on the advice of counsel and connection therewith, the Company shall make reasonable use best efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon shall supply one unbound of copy the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and definitive prospectus meeting the requirements of the Securities Act, and other documents necessary any supplements or incidental to the public offering of the Registrable Sharesamendments thereto, as shall be reasonably requested required by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder’s Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder’s Registrable Securities are subject to the Holder’s furnishing to the Company such appropriate information concerning the Holder, the Holder’s Registrable Securities and the terms of the Holder’s offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company’s legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all actions which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7(a) or 7(b) hereof, the Company covenants and agrees as follows:
(ai) Not less than to use commercially reasonable efforts to file a registration statement within forty-five business (45) days prior of receipt of any demand therefor and to the filing of the Registration Statement or cause any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed registration statement to be filed (including documents incorporated or deemed incorporated by reference to declared effective at the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysearliest possible time. The Company shall not furnish each Holder desiring to sell its Registrable Securities such number of prospectuses as shall reasonably be requested;
(ii) to pay all costs (excluding transfer taxes, if any, and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Section 7(a) or 7(b) hereof including, without limitation, the Company's legal and accounting fees, printing expenses and blue sky fees and expenses
(iii) as expeditiously as possible, to prepare and file with the Registration Statement or any such Prospectus or Commission any amendments or and supplements thereto to which the holders registration statement and the prospectus included in the registration statement as may be necessary to keep the registration statement effective, in the case of a majority firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the sale of all Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date covered thereby or Effectiveness Date, as the case may be, shall be extended by the number of two hundred seventy (270) days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following after the effective date of thereof;
(iv) as expeditiously as possible, to furnish to each Holder whose Registrable Securities have been registered pursuant to an effective registration statement filed with the Registration Statement Commission under the Securities Act pursuant to Section 5.2, 7 hereof (the Company shall, upon the request of the Investors, forthwith supply "Seller") such reasonable number numbers of copies of the Registration Statementprospectus, including a preliminary prospectus and prospectus meeting prospectus, in conformity with the requirements of the Securities Act, and such other documents necessary or incidental as the Seller may reasonably request in order to facilitate the public offering sale or other disposition of the Registrable Shares, as shall be reasonably requested Warrant Shares owned by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effectivehim;
(dv) The Company shall as expeditiously as possible, to use its commercially reasonable efforts to register and or qualify the Shares Holder's Registrable Securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andstatement
Appears in 1 contract
Samples: Warrant and Senior Subordinated Convertible Note Purchase Agreement (Dynacs Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the InvestorsHolders, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holders to permit the Investors Holders to make a public distribution of the Registrable Shares Securities registered in connection with the Registration Statement.
(cb) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(dc) The Company shall use its commercially reasonable efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorsHolders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(ed) During the period of time such Registration Statement remains effective, the Company shall notify each Investor Holder of Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fe) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares Securities registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(gf) The Company shall provide a transfer agent and registrar for all Registrable Shares Securities registered hereunder and a CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration; and
(g) The obligations of the Company hereunder with respect to the Registrable Securities are subject to the Holders' furnishing to the Company such appropriate information concerning the Holders, the Registrable Securities and the terms of the Holders' offering of such Registrable Securities as the Company may reasonably request in writing.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Axonyx Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than The Company shall use its best efforts to file a registration statement within seventy-five business (75) days prior of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Shares such number of prospectuses as shall reasonably be requested; provided that before filing of the Registration Statement a registration statement or any related Prospectus prospectus or any amendment or supplement thereto, including, without limitation, documents incorporated therein by reference after the initial filing of any registration statement, the Company will furnish to the Investors Holders of the Warrant Shares covered by such registration statement and the underwriters, if any, copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person)filed, which documents will be subject to the review and approval of such Investors within underwriters, and, with respect to information relating to such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant Holders, to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number comments of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsHolders.
(b) Following The Company will prepare and file with the Commission such amendments and post-effective date amendments to a registration statement as may be necessary to keep such registration statement effective for the period required by Sections 7.3(a) or (b); cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act; and comply with the provisions of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental Act with respect to the public offering disposition of all securities covered by such registration statement during such period in accordance with the Registrable Shares, as shall be reasonably requested intended methods of disposition by the Investors sellers thereof set forth in such registration statement or amendment or supplement to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statementsuch prospectus.
(c) The Company shall prepare and file with make every reasonable effort to obtain the SEC such amendments and supplements to such Registration Statement and withdrawal of any order suspending the prospectus used in connection with such Registration Statement as may be necessary to comply with effectiveness of a registration statement at the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;earliest possible moment.
(d) The Company shall use its commercially reasonable efforts pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to register Sections 7.2 and qualify 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holder(s) making a request or electing to participate pursuant to Section 7.3(b) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(b).
(e) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares covered by such Registration Statement included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably are requested by the Investors; Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;jurisdiction.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable indemnify the Holder(s) of the Warrant Shares registered hereunder to be listed on sold pursuant to any registration statement and each securities exchange on which securities person, if any, who controls such Holder(s) within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same class issued by extent and with the same effect as the provisions pursuant to which the Company are then listed;has agreed to indemnify each of the Underwriters contained in Section 8 of the Underwriting Agreement.
(g) The Holder(s) of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or behalf of such Holder(s), or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 8 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.
(h) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof.
(i) Other than "Registrable Securities" and "Registrable Shares," as defined in the MEDIQ/Mesirow Agreements, the Company shall provide not permit the inclusion of any securities other than the Warrant Shares to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement to be or remain effective during the effectiveness of a transfer agent registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Warrants and registrar for all Registrable Warrant Shares registered hereunder are presenting a Majority of such securities.
(j) The Company shall furnish to each Holder participating in the offering and to each underwriter, if any, a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration; registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(k) The Company shall as soon as practicable, but in any event not later than 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the registration statement occurs (90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(l) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and the managing underwriters copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(m) The Company shall enter into an underwriting agreement with the managing underwriters selected for such underwriting by Holders holding a Majority of the Warrant Shares requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(n) For the purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants and Additional Warrants (assuming for this purpose the exercise of all of the Warrants and Additional Warrants) and Warrant Shares that (i) are not held by the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.
Appears in 1 contract
Samples: Representative's Warrant Agreement (New West Eyeworks Inc)
Covenants of the Company With Respect to Registration. The In ----------------------------------------------------- connection with any registration under Section 8.1 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall
(i) use its best efforts to have any registration statements declared effective at the filing earliest practicable time and shall furnish each Holder desiring to sell Registrable Securities such number of prospectuses as shall reasonably be requested.
(ii) With respect to any registration statement filed pursuant to this Agreement, keep such registration statement effective until the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish sooner to occur of (A) such time as the Investors copies Holders of Registrable Securities covered by such registration statement have completed the distribution of all Registrable Securities described in the registration statement, and (B) such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority time as all of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to Securities covered by such registration statement may be sold without any such filing volume limitation pursuant to rule 144 promulgated under the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day Act and (C) three (3) years following the date hereof (the Company has been notified that such objection no longer exists"Registration Maintenance Period").
(biii) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify Notify each Investor Holder of Registrable Shares Securitie covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;.
(iv) As promptly as practicable after becoming aware of such event, notify each holder of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material that required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the registration statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each Holder as such Holder may reasonably request.
(v) Provide Holders with a written notice of the date that the registration statement registering the resale of the Registrable Securities is declared effective by the SEC, and the date or dates when the registration is no longer effective.
(b) The Company shall pay all costs, expenses and fees (excluding fees and expenses of Holder(s)' counsel and any Holder's underwriting or selling commissions), in connection with all registration statements filed pursuant to Section 8.1 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. If the Company shall fail to comply with the provisions of Section 8.2(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), extend the exercise period of the Warrants by such number of days as shall equal the delay caused by the Company's failure.
(c) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s); provided that, the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 16 of the Act or Section 21(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement except for matters for which the Company is indemnified under subsection 8.2(e) hereof.
(e) The Holder(s) of the Registrable Securities to be sold pursuant to a registration statement shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 16 of the Act or Section 21(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders for specific inclusion in such registration statement.
(f) The For a period of ninety (90) days after the effectiveness of any registration statement filed pursuant to Section 8.1 hereof, the Company shall use its commercially reasonable efforts not permit any other registration statement (other than (1) a registration statement relating to cause all such the securities for which the Company has made available to the Holder(s) of the Registrable Shares registered Securities piggyback registration rights hereunder and (2) a registration statement filed on Forms S-4 or S-8) to be listed or remain effective during the effectiveness of a registration statement or a shelf registration on each securities exchange on which securities Form S-3 filed pursuant to Section 8.1 hereof, without the prior written consent of the same class issued by Holders of the Company are then listed;Registrable Securities representing a majority of such securities.
(g) The Company shall provide furnish to each Holder participating in the offering and to each underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration; registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(h) The Company shall as soon as practicable after the effective date of any registration statement filed pursuant to Section 8.1 hereof, and in any event within fifteen (15) months thereafter, make "generally available to its security Holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement.
(i) The Company shall deliver promptly to each Holder participating in the offering and requesting the correspondence and memoranda described below and to the managing underwriters, copies of all written correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request.
(j) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior In connection with any registration filed pursuant hereto, the Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysbecome effective as promptly as possible. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration StatementStatement (including, without limitation, the exhibits and schedules thereto), preliminary prospectus and prospectus meeting the requirements of the Securities ActAct (including, without limitation, any and all amendments or supplements thereto), and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution sell, distribute or otherwise dispose of the Investor's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Investor's beneficially owned Registrable Securities are subject to the Investor's furnishing to the Company such appropriate information concerning the Investor, the Investor's Registrable Securities and the terms of the Investor's offering of such Registrable Securities as the Company may reasonably request in connection writing.
(b) The Company shall provide the Investor, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the Investor or underwriter (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), the opportunity to review and comment (including reviewing and commenting on relevant documents and agreements) in the preparation of such Registration Statement, each prospectus included therein or filed with the Registration StatementCommission and each amendment or supplement thereto.
(c) The For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, the Company shall prepare make available for inspection at the Company's offices and file with copying by the SEC Inspectors such amendments financial and supplements other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such Registration Statement inquiries and the prospectus used to supply all information reasonably requested by any such Inspector in connection with such Registration Statement Statement, as may shall be necessary reasonably necessary, in the judgment of the respective counsel, to comply with conduct a reasonable investigation within the meaning of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;Act.
(d) The Company shall use its commercially reasonable efforts to register promptly notify in writing the Investor, the sales or placement agent, if any, therefor and qualify the Shares covered by managing underwriter of the securities being sold, (i) when such Registration Statement under or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such other securities Registration Statement or Blue Sky laws any post-effective amendment, when the same has become effective, (ii) when the Commission notifies the Company whether there will be a "review" of such jurisdictions as shall be reasonably requested Registration Statement, (iii) of any comments (oral or written) by the Investors; provided that Commission and by the Company shall not be required in connection therewith blue sky or as a condition securities commissioner or regulator of any state with respect thereto or (iv) of any request by the Commission for any amendments or supplements to qualify to do business such Registration Statement or to file a general consent to service of process in any such states the prospectus or jurisdictions;for additional information.
(e) During The Company shall promptly notify in writing the period Investor, the sales or placement agent, if any, therefor and the managing underwriter of time such the securities being sold pursuant to any Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which the which, any prospectus included in such Registration Statement, as then in effect, includes Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the Commission promptly following notice of the occurrence of such event to the Investor, the sales or placement agent and the managing underwriter so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall 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 in light of the circumstances under which they were made.
(f) The Company shall promptly notify in writing the Investor, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the Commission of (i) any stop order issued or threatened to be issued by the Commission or (ii) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its commercially reasonable efforts to cause all (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Shares registered hereunder to be listed on each securities exchange on which securities of Securities included in such Registration Statement for sale in any jurisdiction at the same class issued by the Company are then listed;earliest practicable date.
(g) The Company shall provide prepare and file with the Commission such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) (or any similar provision then in force) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE 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 thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If the Investor so requests, the Company shall accelerate effectiveness of the Registration Statement from the Commission and any post-effective amendments thereto, if any are filed. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration.
(h) The Company shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; PROVIDED, HOWEVER, that the Investor shall be solely responsible for the fees of any counsel retained by the Investor in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Investor pursuant thereto.
(i) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a transfer agent Registration Statement for offering and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than sale under the effective date securities or blue sky laws of such registrationstates as are reasonably requested by the Investors of such securities; andPROVIDED, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(j) The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investor may request a reasonable period of time prior to sales of the securities pursuant to such Registration Statement.
(k) The Company agrees generally to cooperate with the Investor in effecting compliant resale of the Registrable Securities, including comfort and other customary broker agreements and documentations and certificates.
Appears in 1 contract
Samples: Registration Rights Agreement (Environmental Solutions Worldwide Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less The Company shall use its best efforts to file a registration statement within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Shares such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing, the Company shall be entitled to postpone, for a period of not more than five business ninety (90) days prior after receipt of a request to effect a registration, the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed registration statement otherwise required to be prepared and filed (including documents incorporated by it pursuant to Section 7.3 hereof if, at any time, it receives a request for registration, the Board of Directors of the Company determines in its reasonable business judgment that such registration and offering would require the public disclosure of material non-public information concerning any pending or deemed incorporated by reference to ongoing material transaction or negotiation involving the extent requested by Company which would materially interfere with such person), which documents will be subject to transaction or negotiation or have a materially adverse effect on the review Company. In such event the Company shall promptly give the Holders demanding registration written notice of such Investors within determination; provided that (i) upon such five postponement by the Company, the Company shall be required to file such registration statement as soon as practicable after the Board of Directors of the Company shall determine, in its reasonable business days. The judgment, that such registration and offering will not interfere with such transaction or negotiation, (ii) the Company may utilize this right once each year; provided, however, that the Company shall not file utilize this right more than one time unless, prior to utilizing such right more than once each year, the Registration Statement Company delivers to the Holders an opinion of counsel to the Company, reasonably satisfactory to the Holders, to the effect that such postponement by the Company is necessary to avoid the public disclosure of material non-public information concerning a pending or ongoing material transaction or negotiation involving the Company, (iii) the Holders who made such written request to effect such registration may, at any such Prospectus or any amendments or supplements thereto time in writing (until 10 days after they receive written notification from the Company that the Company intends to which proceed with the holders filing of a majority of registration statement), withdraw such request for such registration and therefore preserve the Registrable Shares right provided in Section 7.3 hereof for such Holders to again request such registration, and (iv) the Exercise Period shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall automatically be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsan additional ninety (90) days.
(b) Following the effective date The Company shall pay all of its costs, fees and expenses (but not underwriting or selling commissions or expenses of the Registration Statement under Holder(s)), in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holder(s) will pay all such costs, fees and expenses in connection with any registration statement filed pursuant to Section 5.27.3(c). If the Company shall fail to comply with the provisions of Section 7.4(a), the Company shall, upon in addition to any other equitable or other relief available to the request of Holder(s), extend the Investors, forthwith supply Exercise Period by such reasonable number of copies of days as shall equal the Registration Statement, preliminary prospectus and prospectus meeting delay caused by the requirements of the Securities ActCompany's failure, and other documents necessary be liable for any or incidental all damages as the Holder(s) may be entitled to the public offering as a matter of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statementlaw.
(c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares included in a registration statement for offering and sale under the securities or blue sky laws of such states as the Holder(s) shall prepare reasonably designate; provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company would be subject to (i) general service of process or to taxation or qualification as a foreign corporation doing business in such jurisdiction or (ii) qualification requirements which would require the Company to (A) amend its Articles of Incorporation or Bylaws or (B) rescind, modify or amend any action taken by the Board of Directors of the Company in accordance with their fiduciary obligations to the Company and file its shareholders; provided, however, that the Company will make a good faith effort to obtain a waiver of any such requirement.
(d) Nothing contained in this Agreement shall be construed as requiring a Holder to exercise its Warrants prior to the closing of an offering pursuant to a registration statement referred to in Sections 7.2 or 7.3 hereof.
(e) In connection with any registration statement filed pursuant to Section 7.2 hereof, the Company shall furnish and address to each Holder participating in any underwritten offering and to each underwriter (if different from the Company's underwriter in such offering), (i) the opinion of counsel to the Company provided to the underwriters of the Company's underwritten offering, dated the effective date of such registration statement and the closing under the underwriting agreement with the SEC Company's and/or the Holders' underwriter, and (ii) the "cold comfort" letter provided to the underwriters of the Company's underwritten offering, dated the effective date of such amendments registration statement and supplements the closing under the underwriting agreement with the Company's and/or the Holders' underwriter, signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such Registration Statement registration statement (and the prospectus used included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(f) In connection with any registration statement filed pursuant to Section 7.3 hereof, the Company shall furnish and address to each Holder participating in any underwritten offering and to each underwriter, a signed counterpart, addressed to such Registration Statement Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as may are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(g) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within fifteen (15) months thereafter, make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement.
(h) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence described below, and to the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the Securities Act NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with respect its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request.
(i) The Company will indemnify, and, if such indemnity is unavailable, will agree to just and equitable contribution to, the Holders of Warrant Shares which are included in each registration statement referred to in Sections 7.2 and 7.3 hereof, and the underwriters of such Warrant Shares, substantially to the disposition same extent as the Company has indemnified, and agreed to just and equitable contribution to, the Underwriters of all Shares covered its public offering of Common Stock pursuant to the Underwriting Agreement. Each selling Holder of Warrant Shares, severally and not jointly, will indemnify and hold harmless the Company, its directors, its officers who shall have signed any such registration statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act to the same extent as the foregoing indemnity from the Company, but in each case to the extent, and only to the extent, that any statement in or omission from or alleged omission from such registration statement, any final prospectus, or any amendment or supplement thereto was made in reliance upon information furnished in writing to the Company by such Registration Statement during selling Holder specifically for use in connection with the period preparation of time such Registration Statement remains effective;registration statement, any final prospectus or any such amendment or supplement thereto; PROVIDED, HOWEVER, that the obligation of any Holder of Warrant Shares to indemnify the Company under the provisions of this paragraph (i) shall be limited to the product of the number of Warrant Shares being sold by the selling Holder and the market price of the Common Stock on the date of the sale to the public of these Warrant Shares.
(dj) For purposes of this Agreement, the term "Majority," in reference to the Holders of Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Shares that (i) are not held by the Company, an officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.
(k) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall promptly notify each Investor Holder of Registrable Warrants and/or Warrant Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, upon the Company's discovery that, or upon the happening of any event as a result of which which, the prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at the request of any such Holder promptly prepare and furnish to such Holder and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made.
(fl) The Company shall use its commercially reasonable efforts enter into an underwriting agreement with the managing underwriters of an underwritten offering covered by Section 7.2 or 7.3 hereof. Such agreement shall be reasonably satisfactory in form and substance to cause all the Company, each Holder and such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are then listed;customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(gm) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement to be or remain effective date during the effectiveness of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the holders of the Warrants and Warrant Shares representing a Majority of such registration; andsecurities.
Appears in 1 contract
Samples: Representatives' Warrant Agreement (Galacticomm Technologies Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior In connection with any registration filed pursuant hereto, the Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysbecome effective as promptly as possible. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration StatementStatement (including, without limitation, the exhibits and schedules thereto), preliminary prospectus and prospectus meeting the requirements of the Securities ActAct (including, without limitation, any and all amendments or supplements thereto), and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution sell, distribute or otherwise dispose of the Investor's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Investor's beneficially owned Registrable Securities are subject to the Investor's furnishing to the Company such appropriate information concerning the Investor, the Investor's Registrable Securities and the terms of the Investor's offering of such Registrable Securities as the Company may reasonably request in connection writing.
(b) The Company shall provide the Investor, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the Investor or underwriter (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), the opportunity to review and comment (including reviewing and commenting on relevant documents and agreements) in the preparation of such Registration Statement, each prospectus included therein or filed with the Registration StatementCommission and each amendment or supplement thereto.
(c) The For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, the Company shall prepare make available for inspection at the Company's offices and file with copying by the SEC Inspectors such amendments financial and supplements other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such Registration Statement inquiries, and the prospectus used to supply all such information reasonably requested by any such Inspector in connection with such Registration Statement Statement, as may shall be necessary reasonably necessary, in the judgment of the respective counsel of the Investor and any such underwriter, to comply with conduct a reasonable investigation within the meaning of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;Act.
(d) The Company shall use its commercially reasonable efforts to register promptly notify in writing the Investor, the sales or placement agent, if any, therefor and qualify the Shares covered by managing underwriter of the securities being sold, (i) when such Registration Statement under or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such other securities Registration Statement or Blue Sky laws any post-effective amendment, when the same has become effective, (ii) when the Commission notifies the Company whether there will be a "review" of such jurisdictions as shall be reasonably requested Registration Statement, (iii) of any comments (oral or written) by the Investors; provided that Commission and by the Company shall not be required in connection therewith blue sky or as a condition securities commissioner or regulator of any state with respect thereto or (iv) of any request by the Commission for any amendments or supplements to qualify to do business such Registration Statement or to file a general consent to service of process in any such states the prospectus or jurisdictions;for additional information.
(e) During The Company shall promptly notify in writing the period Investor, the sales or placement agent, if any, therefor and the managing underwriter of time such the securities being sold pursuant to any Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which the which, any prospectus included in such Registration Statement, as then in effect, includes Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the Commission promptly following notice of the occurrence of such event to the Investor, the sales or placement agent and the managing underwriter so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall 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 in light of the circumstances under which they were made.
(f) The Company shall promptly notify in writing the Investor, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the Commission of (i) any stop order issued or threatened to be issued by the Commission or (ii) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its commercially reasonable efforts to cause all (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Shares registered hereunder to be listed on each securities exchange on which securities of Securities included in such Registration Statement for sale in any jurisdiction at the same class issued by the Company are then listed;earliest practicable date.
(g) The Company shall provide prepare and file with the Commission such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) (or any similar provision then in force) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE 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 thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If the Investor so requests, the Company shall request acceleration of effectiveness of the Registration Statement from the Commission and any post-effective amendments thereto, if any are filed. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration.
(h) The Company shall pay all costs, fees and expenses in connection with all Registration Statements, pre-effective and post-effective amendments thereto, including preliminary and final prospectuses contained therein and any amendments and supplements thereto filed and maintained pursuant to Sections 2 and 3 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; PROVIDED, HOWEVER, that the Investor shall be solely responsible for the fees of any counsel retained by the Investor in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Investor pursuant thereto.
(i) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a transfer agent Registration Statement for offering and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than sale under the effective date securities or blue sky laws of such registrationstates as are reasonably requested by the Investors of such securities; andPROVIDED, that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(j) The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investor may request a reasonable period of time prior to sales of the securities pursuant to such Registration Statement.
(k) The Company agrees generally to cooperate with Investors in effecting compliant resale of the Registrable Securities, including comfort and other customary broker agreements and documentations and certificates
Appears in 1 contract
Samples: Registration Rights Agreement (Environmental Solutions Worldwide Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five one (1) business days day prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares Investor shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(dc) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(ed) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; and
Appears in 1 contract
Covenants of the Company With Respect to Registration. The (a) In connection with any registration under Section 11 hereof the Company covenants and agrees as follows:
(ai) Not less than five business days prior to prepare and file with the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish SEC a registration statement with respect to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel securities and the Company shall make reasonable use its best efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object cause such registration statement to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.become and remain effective;
(bii) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to keep such registration statement effective and to comply with the Securities requirements of the Act with respect and the rules and regulations promulgated by the SEC thereunder relating to the sale or other disposition of all Shares the securities covered by such Registration Statement during registration statement; (iii) to furnish to Holder such numbers of copies of a prospectus, including a preliminary prospectus, complying with the period requirements of time the Act, and such Registration Statement remains effective;
other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the securities owned by Holder, but the Holder shall not be entitled to use any selling materials other than a prospectus and such other materials as may be approved by the Company, which approval will not be unreasonably withheld; and (div) The Company shall to use its commercially reasonable best efforts to register and or qualify the Shares securities covered by such Registration Statement registration statement under the Securities Acts of such states as the Holder shall reasonably request ("State Acts"), and do any and all such other acts and things as may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the securities or Blue Sky laws of owned by such jurisdictions as shall be reasonably requested by the InvestorsHolder in such states; provided provided, however, that the Company shall not be required obligated to register or qualify such securities in connection therewith any jurisdiction in which such registration or qualification would require the Company to qualify as a condition thereto to qualify to do business foreign corporation or to file a any general consent to service of process in any such states where it is not then so qualified or jurisdictions;has not theretofore so consented.
(eb) During the period of time such Registration Statement remains effectiveExcept as provided below in this Section 12, the expenses incurred by the Company shall notify each Investor in connection with action taken by the Company to comply with this Section 12, including, without limitation, all registration and filing fees, printing and delivery expenses, accounting fees, fees and disbursements of Registrable Shares covered by counsel, consultant and expert fees, premiums for liability insurance, if the Company chooses to obtain such insurance, obtained in connection with a registration statement at filed to effect such compliance and all expenses, including counsel fees, of complying with State Acts, shall be paid by the Company, provided, however, that all such expenses in connection with any time when a amendment or supplement to any registration statement filed by the Company hereunder or the related prospectus relating thereto which is required to be delivered filed more than nine months after the effective date of such registration statement because the Holder or any underwriter of the Holder's securities has not effected the disposition of the securities required to be registered shall be paid by the Holder pro rata. All fees and disbursements of any counsel, experts, or consultants employed by the Holder shall be borne by the Holder. The Company shall not be obligated in any way in connection with any registration pursuant to this Section 12 for any selling commissions or discounts payable by the Holder to any underwriter of securities to be sold by the Holder. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section 12 that the Company shall have received an undertaking satisfactory to it from the Holder to pay all expenses required to be borne by the Holder and to furnish or cause to be furnished to the Company specifically for use in the preparation of the registration statement and prospectus written information concerning the securities held by the Holder and also concerning any underwriter of such securities and the intended method of disposition thereof and any additional information or documentation as the Company shall reasonably request and as may be required by administrators of the Act or State Acts in connection with the action to be taken by the Company hereunder pursuant to such registration.
(c) In the event of any registration of the Holder's securities under the Securities Act pursuant to this Section 12, the Company will indemnify and hold harmless the Holder, its officers, directors and each underwriter of such securities, and any person who controls the Holder or any underwriter within the meaning of Section 15 of the Act, against all claims, actions, losses, damages, liabilities and expenses, joint or several, to which any of such persons may become subject under the Act or the happening otherwise, insofar as such losses, claims, damages, liabilities, or actions arise out of or are based upon any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Act, any preliminary prospectus or omits final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse the Holder, its officers, directors and each underwriter of such securities, and each such controlling person or entity for any legal and any other expenses reasonably incurred by the Holder, such underwriter, or such controlling person or entity in connection with investigating or defending any such loss, action, claim, damage, liability, or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or its based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus or said prospectus, or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or such underwriter specifically for use in the light preparation thereof.
(d) In the event of any registration of any securities under the Act pursuant to this Section 12, the Holder will, or will furnish the written undertaking of such other person or entity as shall be acceptable to the Company to, indemnify and hold harmless the Company, its officers, directors and any person who controls such Company within the meaning of Section 15 of the circumstances then existing;
(f) The Company shall use Act, against losses, claims, damages, liabilities, or actions, joint or several, to which the Company, its commercially reasonable efforts officers, directors, or such controlling person or entity may become subject under the Act or otherwise, insofar as such losses, claims, damages, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to cause all such Registrable Shares registered hereunder state therein a material fact required to be listed on each securities exchange on which securities of stated therein or necessary to make the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Sharesstatements therein not misleading, in each case not later than to the effective date extent and only to the extent that any such loss, claim, damage, liability, or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or any underwriter of such registration; andHolder's securities specifically for use in the preparation thereof.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use commercially reasonable efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to become effective with the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file SEC as promptly as possible and in no event more than 90 days after filing the Registration Statement or with the SEC. If any such Prospectus or any amendments or supplements thereto to which stop order shall be issued by the holders of a majority of the Registrable Shares shall reasonably object SEC in good faith based on the advice of counsel and connection therewith, the Company shall make use commercially reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all actions which may be reasonably required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.23.2, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(cb) The Company shall prepare and file with the SEC Securities and Exchange Commission (the "SEC") such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(dc) The Company shall use its commercially reasonable efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorsInvestor; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(ed) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fe) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(gf) The obligations of the Company shall provide a transfer agent and registrar for all hereunder with respect to the Registrable Shares registered hereunder are subject to the Investor furnishing to the Company such appropriate information concerning the Investor, the Registrable Shares and a CUSIP number for all the terms of the Investor offering of such Registrable Shares, Shares as the Company may reasonably request in each case not later than the effective date of such registration; andwriting.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with any registration under this Section 5, the Company covenants and agrees as followsthat it shall:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC Commission a registration statement with respect to the securities to be registered within 45 days after delivery of a Demand Notice under Section 5.1 hereof, and use its best efforts to cause such registration statement to become effective not later than 120 days from the date of its filing and to remain effective for the Requisite Period (as defined below);
(b) prepare and file with the Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to keep such registration statement effective for the Requisite Period and comply with the Securities provisions of the Act with respect to the disposition of all Shares Registrable Securities covered by such Registration Statement during registration statement in accordance with the period intended method of time disposition set forth in such Registration Statement remains effectiveregistration statement for such period;
(c) upon the written request therefor by any Holder(s), include in the registration statement any other shares of Common Stock of the Company held by such Holder(s) as of the date of filing of such registration statement, provided that there shall not be in effect any reduction required pursuant to the penultimate sentence of Section 5.2 hereof and any such Common Stock so included shall be deemed shares of Common Stock for purposes of this Section 5 other than for purposes of the definition of Majority of Holders as herein below set forth;
(d) The Company shall use its commercially reasonable efforts furnish to register each seller of such shares of Common Stock covered by the registration statement and qualify to each underwriter such number of copies of the Shares registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended disposition of the shares of Common Stock covered by such Registration Statement registration statement;
(e) use its best efforts (i) to register or qualify the shares of Common Stock covered by such registration statement under such other the securities or Blue Sky "blue sky" laws of such jurisdictions as the sellers of such shares of Common Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, (ii) to prepare and file in those jurisdictions such amendments (including post effective amendments) and supplements, and take such other actions, as may be reasonably requested by necessary to maintain such registration and qualification in effect at all times for the Investors; period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions, provided that the Company shall not for any such purpose be required in connection therewith or to qualify generally to transact business as a condition thereto to qualify to do business foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any such states or jurisdictionsjurisdiction;
(ef) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of use its best efforts to list Registrable Shares Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed or, if the Common Stock is not then listed on a national securities exchange, use its best efforts to facilitate the reporting of the Common Stock on the Nasdaq Stock Market;
(g) immediately notify each seller of Registrable Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act or Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existingexisting and promptly amend or supplement such registration statement to correct any such untrue statement or omission;
(fh) The Company shall use its commercially reasonable efforts to cause all such notify each seller of Registrable Shares registered hereunder to be listed on each securities exchange on which securities Securities of the same class issued issuance by the Company are then listedCommission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time;
(gi) The permit a single firm of counsel designated as selling stockholders' counsel by the holders of a majority in interest of the Registrable Securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing and the Company shall provide not file any document in a transfer agent and registrar for all Registrable Shares registered hereunder and form to which such counsel reasonably objects;
(j) make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Act) covering a CUSIP number for all such Registrable Shares, in each case 12-month period beginning not later than the first day of the Company's next fiscal quarter following the effective date of the registration statement;
(k) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature, including, without limitation customary indemnification and contribution provisions;
(l) if the offering is an underwritten offering, at the request of any seller of shares of Common Stock, use its best efforts to furnish on the date that shares of Common Stock are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Act and that (A) to the best knowledge of such counsel, 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 Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Act (except that such counsel need not express any opinion as to financial statements contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; and
(m) make available for inspection by each seller of shares of Common Stock, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or In connection with any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement registration under this Section 5.26, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be expeditiously as is reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.possible:
(ci) The Company shall prepare Prepare and file with the SEC Commission a registration statement with respect to such Participating Holders and, subject to the last sentence of Section 6(c)(I) hereof, use its best efforts to cause such registration statement to become effective.
(ii) Prepare and file with the Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;registration statement.
(diii) The Company shall use Furnish to the Participating Holders such numbers of copies of a prospectus, including, if applicable, a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the selling shareholders may reasonably request in order to facilitate the disposition of Registrable Stock owned by the Participating Holders.
(iv) Use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions within the United States as shall be reasonably requested by the InvestorsParticipating Holders; provided provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;.
(ev) During In the period event of time any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such Registration Statement remains effectiveoffering. The Participating Holders shall also enter into and perform their obligations under such an agreement.
(vi) Notify the Participating Holders, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto to Registrable Stock covered by such registration statement is required to be delivered under the Securities Act or Act, of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;.
(fvii) The Company shall use its commercially reasonable efforts Furnish to cause all the Participating Holders, on the date that shares of Registrable Stock are delivered to the underwriters for sale in connection with a registration pursuant to this Section 6, if such Registrable Shares registered hereunder securities are being sold by underwriters, or, on the date that the registration statement with respect to be listed on each such securities exchange on which securities becomes effective, (I) an opinion as to matters of the same class issued by law only, dated such date, of counsel representing the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date purposes of such registration; and, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Participating Holders and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters. and to the Participating Holders.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.25.2 or 5.3, the Company shall, upon the request of the InvestorsHolders, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holders to permit the Investors Holders to make a public distribution of the Registrable Shares Securities registered in connection with the Registration Statement.
(cb) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(dc) The Company shall use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorsHolders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(ed) During the period of time such Registration Statement remains effective, the Company shall notify each Investor Holder of Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fe) The Company shall use its commercially reasonable best efforts to cause all such Registrable Shares Securities registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(gf) The Company shall provide a transfer agent and registrar for all Registrable Shares Securities registered hereunder and a CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration; and
(g) The obligations of the Company hereunder with respect to the Registrable Securities are subject to the Holders’ furnishing to the Company such appropriate information concerning the Holders, the Registrable Securities and the terms of the Holders’ offering of such Registrable Securities as the Company may reasonably request in writing.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Axonyx Inc)
Covenants of the Company With Respect to Registration. The Company hereby covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use reasonable efforts to the filing of cause the Registration Statement or to become effective as promptly as possible under the circumstances at the time prevailing and, if any related Prospectus or any amendment or supplement theretostop order shall be issued by the Commission in connection therewith, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use its reasonable efforts to address obtain the objections raised. In the event the holders removal of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsorder.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsDelaNet, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, Conversion Shares as shall be reasonably requested by the Investors DelaNet to permit the Investors DelaNet to make a public distribution of DelaNets' Conversion Shares. The obligations of the Registrable Company hereunder with respect to DelaNets' Conversion Shares registered in connection with are expressly conditioned on DelaNet furnishing to the Registration StatementCompany such appropriate information concerning DelaNet, DelaNets' Conversion Shares and the terms of DelaNets' offering of such shares as the Company may request.
(c) The Company will pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Section 1 hereof, including, without limitation, the Company's legal and accounting fees, printing expenses and blue sky fees and expenses; provided, however, that DelaNet shall prepare and file with be solely responsible for the SEC such amendments and supplements to such Registration Statement and the prospectus used fees of any counsel retained by DelaNet in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect registration and any transfer taxes or underwriting discounts, selling commissions or selling fees applicable to the disposition of all Conversion Shares covered sold by such Registration Statement during the period of time such Registration Statement remains effective;DelaNet pursuant thereto.
(d) The Company shall will use its commercially reasonable efforts to qualify or register and qualify the Conversion Shares covered by such included in a Registration Statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably are requested by the Investors; DelaNet, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process (unless the Company is already then subject to service in such jurisdiction) or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effectivejurisdiction, the Company shall notify each Investor of Registrable Shares covered except as may be required by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use and its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent rules and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andregulations.
Appears in 1 contract
Samples: Registration Rights Agreement (Frontline Communications Corp)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior a. In connection with any registration under Article 3 hereof, the Company shall use its best efforts to the filing of file the Registration Statement or as expeditiously as possible, but in no event later than thirty (30) days following receipt of any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysdemand therefor. The Company shall not file use its best efforts to cause the Registration Statement or to become effective as promptly as possible and, if any such Prospectus or any amendments or supplements thereto stop order shall be issued by the Commission in connection therewith, to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use its reasonable efforts to address obtain the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsHolder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
b. Notwithstanding the provision under Section 4(a) hereof, if, at the time the Demand Registration Request is given to the Company under Article 3 hereof, the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or similar transaction and in the written opinion of counsel to the Company, the Registration Statement would be required to include information concerning such transactions or the parties thereto that is not available at the time, the Company shall promptly so advise the holder of the Registrable Securities and, at the Company's election, to be set forth in such notice ("Notice of Postponement"), the filing of the Registration Statement may be postponed for a period not to exceed ninety (90) days from the date the Demand Registration Request is given to the Company under Article 3 hereof (notwithstanding the provisions of Section 4(a) to the contrary); provided, however, that the Company shall not be permitted to give any such Notice of Postponement and to so postpone the filing of the Registration Statement more than once in any 365 day period; and provided, further, that in the event of such postponement, the Holder may withdraw the notice of Demand Registration during the 60-day period following the date Notice of Postponement is given by the Company and will thereafter continue to be entitled to one (1) Demand Registration Request pursuant to Article 3 hereof.
c. The Company shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Article 2 or Article 3 hereof including, without limitation, the Registration Statement.
(c) The Company Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that the Holder shall prepare and file with be solely responsible for the SEC such amendments and supplements to such Registration Statement and fees of any counsel retained by the prospectus used Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
d. The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a Registration Statement as may be necessary to comply with for offering and sale under the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; holders of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Samples: Registration Rights Agreement (Hand Brand Distribution Inc)
Covenants of the Company With Respect to Registration. The In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows:
(a) Not less than The Company shall use its best efforts to file a registration statement within forty-five business (45) days prior of receipt of any demand pursuant to Section 7.3, and shall use its best efforts to have any such registration statement declared effective at the filing earliest practicable time. The Company will promptly notify each seller of such Registrable Securities and confirm such advice in writing, (i) when such registration statement becomes effective, (ii) when any post- effective amendment to such registration statement becomes effective and (iii) of any request by the Registration Statement or any related Prospectus or SEC for any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated registration statement or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysany prospectus relating thereto or for additional information. The Company shall not file furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the Registration Statement or any requirements of the Act, and such Prospectus or any amendments or supplements thereto other documents as such seller may reasonably request in order to which facilitate the holders of a majority disposition of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any Securities by such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsseller.
(b) Following The Company shall pay all costs (excluding transfer taxes, if any, and fees and expenses of Holder(s)' counsel and the effective date Holder's pro-rata portion of the Registration Statement under selling discount or commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 5.27.3(c). If the Company shall fail to comply with the provisions of Sections 7.3(a) and 7.4(a), the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and in addition to any other documents necessary equitable or incidental other relief available to the public offering of the Registrable SharesHolder(s), as shall be reasonably requested liable for any or all special and consequential damages sustained by the Investors to permit the Investors to make a public distribution Holder(s) requesting registration of the their Registrable Shares registered in connection with the Registration StatementSecurities.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be reasonably necessary to keep such registration statement effective for at least nine months (or such longer period as permitted by the Act), and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement registration statement during such period in accordance with the period intended methods of disposition by the seller or sellers of Registrable Securities set forth in such registration statement. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Statement remains effective;registration statement, the Company will promptly notify each seller of such Registrable Securities and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Registrable Securities included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are required by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction, nor shall the officers, directors and five percent (5%) or greater shareholders be required to deposit in escrow and securities of the Company owned by them or subject such securities to any form of lockup arrangement in connection with such registration. The Company shall use its good faith reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities.
(d) The Company shall use its commercially reasonable efforts indemnify the Holder(s) of the Registrable Securities to register be sold pursuant to any registration statement and qualify each person, if any, who controls such Holders within the Shares covered by meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;registration statement.
(e) During If requested by the period Company prior to the filing of time such Registration Statement remains effectiveany registration statement covering the Registrable Securities, each of the Holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Company shall notify each Investor of Registrable Shares covered Exchange Act or otherwise, arising from written information furnished by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Holder, or the happening of any event as a result of which the prospectus included their successors or assigns, for specific inclusion in such Registration Statement, as then in effect, includes an 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 in the light of the circumstances then existing;registration statement.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Warrants prior to be listed on each securities exchange on which securities the filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Registrable Securities to be included in any registration statement filed pursuant to Section 7.3 hereof without the prior written consent of the Holders of the Registrable Securities representing a transfer agent majority of such securities.
(h) The Company shall furnish to each Holder participating in the offering and registrar for all Registrable Shares registered hereunder and to each underwriter, if any, a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration; registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(i) The Company shall deliver promptly to each Holder participating in the offering and to the Placement Agent copies of all correspondence between the Commission and the Company, its counsel or auditors and all non- privileged memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(j) With respect to a registration statement filed pursuant to Section 7.3, the Company, if requested, shall enter into an underwriting agreement with the managing underwriter, reasonably satisfactory to the Company, selected for such underwriting by Holders holding a majority of the Registrable Securities requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities, may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders and any or all representations, warranties and covenants of such Holders to or for the benefit of such underwriters shall also be made to and for the benefit of the Company. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(k) Notwithstanding the provisions of paragraph 7.2 or paragraph 7.3 of this Agreement, the Company shall not be required to effect or cause the registration of Registrable Securities pursuant to paragraph 7.2 or paragraph 7.3 hereof if, within thirty (30) days after its receipt of a request to register such Registrable Securities (i) counsel for the Company delivers an opinion to the Holders requesting registration of such Registrable Securities, in form and substance satisfactory to counsel to such Holder(s), to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may otherwise be sold, in the manner proposed by such Holder(s), without registration under the Securities Act, or (ii) the SEC shall have issued a no-action position, in form and substance satisfactory to counsel for the Holder(s) requesting registration of such Registrable Securities, to the effect that the entire number of Registrable Securities proposed to be sold by such Holder(s) may be sold by it, in the manner proposed by such Holder(s), without registration under the Act.
(l) After completion of the Private Offering, the Company shall not, directly or indirectly, enter into any merger, business combination or consolidation in which (a) the Company shall not be the surviving corporation and (b) the stockholders of the Company are to receive, in whole or in part, capital stock or other securities of the surviving corporation, unless the surviving corporation shall, prior to such merger, business combination or consolidation, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to include the securities which the Holders would be entitled to receive in exchange for Registrable Securities under any such merger, business combination or consolidation, provided that to the extent such securities to be received are convertible into shares of Common Stock of the issuer thereof, then any such shares of Common Stock as are issued or issuable upon conversion of said convertible securities shall also be included within the definition of "Registrable Securities".
Appears in 1 contract
Samples: Placement Agent Warrant Agreement (Graymark Productions Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 6.2 or 6.3 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable best efforts to register file a registration statement within forty-five (45) days of receipt of any demand therefor in accordance with Section 6.3(a), shall use its best efforts to have any registration statement declared effective at the earliest possible time, and qualify shall furnish each Holder desiring to sell the Shares covered Underwriters Units underlying the Underwriters Warrants such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by such Registration Statement it pursuant to this Section 6.4(a) if the Company is publicly committed to a self-tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M under such other securities or Blue Sky laws the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In the event of such jurisdictions as postponement, the Company shall be reasonably requested required to file the registration statement pursuant to this Section 6.4(a) upon the earlier of (i) the consummation or termination, as applicable, of the event requiring such postponement or (ii) 90 days after the receipt of the initial demand for such registration. Additionally, notwithstanding anything to the contrary contained herein, during any period that a registration statement filed pursuant to Section 6.3 hereof is effective, the Company shall have the right to prohibit the sale of any Underwriters Units thereunder upon notice to the Holder(s) (A) if in the opinion of counsel for the Company, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed where it is significant to the Investors; operations or well being of the Company that such information remain undisclosed, provided that the Company shall not be required in connection therewith or as a condition thereto use its best efforts to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During minimize the period of time in which it shall prohibit the sale of any of such Registration Statement remains effectiveUnderwriters Units pursuant to this clause (A), (B) for periods of up to 30 days if the Company shall notify each Investor reasonably believes that such sale might reasonably be expected to have an adverse effect on any significant proposal or plan of Registrable Shares covered by such the Company to engage in an acquisition of assets or any merger, consolidation, tender offer, financing, corporate reorganization or similar transaction; (C) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company initiated registration statement at any time when a prospectus relating thereto is required in which the Holders are entitled to be delivered under the Securities Act and may in fact participate in accordance with Section 6.2 hereof, but in no event longer than 180 days; or (D) upon the happening of any event event, as a result of which the prospectus included in such Registration Statement, as then in effect, under the registration statement includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;existing (in which case, the Company shall within a reasonable period provide the Holder with revised or supplemental prospectuses and the Holders shall promptly take action to cease making any offers of such Underwriters Units until receipt and distribution of such revised or supplemental prospectuses.
(b) The Company shall pay all costs (excluding fees and expenses of the Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 6.2 and 6.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 6.3(c).
(c) The Company will take all necessary action which may be required in qualifying or registering the Underwriters Warrants and Underwriters Units underlying the Underwriters Warrants included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Underwriters Warrants and Underwriters Units to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 6(a) of the Underwriting Agreement.
(e) The Holder(s) of the Underwriters Warrants and Underwriters Units underlying the Underwriters Warrants to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 6(b) of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Underwriters Warrants prior to be listed on each securities exchange on which securities the initial filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Underwriters Units underlying the Underwriters Warrants and Underwriters Warrants to be included in any registration statement filed pursuant to Section 6.3 hereof, or permit any other registration statement (other than in connection with a transfer agent business combination or on Form S-8) to become effective within 120 days of a registration statement filed pursuant to Section 6.3 hereof, without the prior written consent of the Holders of a Majority of the Underwriters Units issuable upon the exercise of such Underwriters Warrants.
(h) If the Underwriters Units underlying the Underwriters Warrants are to be sold in an underwritten public offering, the Company shall use its best efforts to furnish to each Holder participating in the offering and registrar for all Registrable Shares registered hereunder to each such underwriter, a signed counterpart, addressed to such underwriter, of (i) an opinion of counsel to the Company dated the date of the closing under the underwriting agreement, and (ii) a CUSIP number for all "cold comfort" letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such Registrable Sharesregistration statement, in each case not later than covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to Underwriters in underwritten public offerings of securities.
(i) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, have made "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(j) The Company shall deliver promptly to each Holder participating in the offering and requesting the correspondence and memoranda described below, and the managing Underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such registration; andinvestigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) The Company shall enter into an underwriting agreement with the managing underwriter(s) selected for such underwriting, if any, by Holders holding a Majority of the Underwriters Warrants and Underwriters Units underlying the Underwriters Warrants requested to be included in such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder and such managing Underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter(s). The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Underwriters Warrants and the Underwriters Units underlying the Underwriters Warrants and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter(s) except as they may relate to such Holders, their intended methods of distribution, and except for matters related to disclosures with respect to such Holders, contained or required to be contained, in such registration statement under the Act and the rules and regulations thereunder.
(1) For purposes of this Agreement, the term "Majority" in reference to the Holders of Underwriters Warrants and Underwriters Units, shall mean in excess of fifty percent (50%) of the then outstanding shares of Common Stock underlying the Underwriters Units, assuming the full exercise of all Underwriters Warrants and Underwriters Units that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their families, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.
Appears in 1 contract
Samples: Underwriters Warrant Agreement (U S Laboratories Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.1 or 7.2 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not use its best efforts to file a registration statement as soon as practicable, but in any event within 90 days after receipt of any demand therefor, shall use its best efforts to have such registration statement declared effective at the Registration Statement or any earliest possible time and shall furnish each Holder desiring to sell Warrant Securities such Prospectus or any amendments or supplements thereto to which the holders number of a majority of the Registrable Shares prospectuses as shall reasonably object in good faith based on the advice of counsel and be requested; provided, however, that the Company shall make reasonable not be obligated to effect such registration under the Securities Act except in accordance with the following provisions:
(i) the Company shall not be obligated to use its best efforts to address file and cause to become effective any registration statement for a period of up to 90 days if at the objections raised. In time of such request any other registration statement pursuant to which shares of Common Stock of the event Company are to be or were sold has been filed with the holders Commission and not withdrawn or has been declared effective within the prior 60 days; and
(ii) the Company may delay the filing or effectiveness of the registration statement for a period of up to 120 days after the date of a majority request for registration if at the time of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date request the Company is notified engaged in a firm commitment underwritten public offering of Common Stock in which the objection until the day following the date the Company has been notified that such objection no longer existsHolders may include their Warrant Securities pursuant to Section 7.1 hereof.
(b) Following The Company shall pay all costs, fees and expenses in connection with all registration statements filed pursuant to Sections 7.1 and 7.2(a) hereof (excluding fees and expenses of Holders' counsel and accountants, any underwriting or selling commissions and any transfer taxes). If the effective date Company shall fail to comply with the provisions of the Registration Statement under Section 5.2, 7.3(a) hereof the Company shall, upon in addition to any other equitable or other relief available to such Holders, and be liable for any or all incidental, special and consequential damages sustained by such Holders and if such failure to comply occurred during the request twelve month period immediately preceding the expiration of the InvestorsExercise Period, forthwith supply extend the Exercise Period by such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, days as shall be reasonably requested equal the delay caused by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration StatementCompany's failure.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as will take all necessary action which may be necessary to comply with required in qualifying or registering the Warrant Securities Act with respect to included in a registration statement for offering and sale under the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably are requested by the InvestorsHolders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify generally to do business in any jurisdiction where it is not then so qualified or to file a take any action which would subject it to general consent to service of process or to taxation in any such states jurisdiction where it is not then so subject.
(d) The Company shall furnish without charge to each Holder of Warrant Securities, promptly after filing thereof with the Commission, at least one copy of the registration statement filed pursuant to Section 7.1 or jurisdictions;7.2 (a "Registration Statement") and each amendment thereto or each amendment or supplement to the
(e) During The Company shall take such action as may be reasonably necessary so that (i) the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at and any time when amendment thereto and any Prospectus forming a prospectus relating part thereof and any supplement or amendment thereto is required to be delivered under complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto (in either case, other than with respect to written information furnished to the Company by or the happening on behalf of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes Holder specifically for inclusion therein) does not contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make any statement therein not misleading and (iii) the Prospectus and any supplement thereto (in either case, other than with respect to such information from Holders), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(f) The Company shall promptly advise the Holders of Warrant Securities registered under the Registration Statement (which advice pursuant to clauses (ii) - (iv) shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) and, if requested by such persons, shall confirm such advice in writing:
(i) when the Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension by any state securities commission of the qualification of the Warrant Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and
(iv) of the happening of any event that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the Registration Statement and the Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances then existing;under which they were made) not misleading.
(fg) If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Warrant Securities under state securities or Blue Sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.
(h) The Company shall, during the period the Company is obligated to maintain the effectiveness of a Registration Statement under Section 7.2 hereof, deliver to each Holder of Warrant Securities included under the Registration Statement, without charge, such reasonable number of copies of the Prospectus (including each preliminary prospectus) included in the Registration Statement and any amendment or supplement thereto as such Holder may reasonably request to facilitate the public sale or other disposition of the Warrant Securities by the selling Holder.
(i) The Company shall use its commercially reasonable efforts cooperate with the Holders and the underwriter(s), if any, to cause all such Registrable Shares registered hereunder facilitate the timely preparation and delivery of certificates representing Warrant Securities to be listed on each securities exchange on which securities sold under the Registration Statement, free of any restrictive legends and in such denominations and registered in such names as the same class issued by Holders or the Company are then listed;underwriter(s), if any, may reasonably request in connection with the sales of Warrant Securities pursuant to the Registration Statement.
(gk) Nothing contained in this Agreement shall be construed as requiring the Holders to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof.
(l) The Company shall provide permit the inclusion of securities other than Warrant Securities in any Registration Statement filed pursuant to Section 7.2(a) unless the managing underwriter advises the Holders in writing that the inclusion of all securities proposed to be included in such registration statement which are held by other holders would interfere with the successful marketing of the Warrant Securities proposed to be registered by the Holders, then the securities to be included in such registration shall be included in the following order:
(a) first, the Warrant Securities proposed to be included in such registration by the Holders; and
(b) second, the Company and holders of Common Stock entitled to be included in such registration statement (pro rata among the Company and holders requesting such registration based upon the number of shares of Common Stock requested by the Company each such holder to be registered).
(m) The Company shall furnish to each Holder participating in the offering and to each underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration; Registration Statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) if and to the extent permitted by Statement of Auditing Standards No. 72, a "cold comfort" letter dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such Registration Statement, in each case covering substantially the same matters with respect to such Registration Statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(n) The Company shall as soon as practicable after the effective date of the Registration Statement, and in any event within 15 months thereafter, make "generally available to its security holders" (within the meaning of Rule 158 under the Securities Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Securities Act and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement.
(o) The Company shall deliver promptly to each Holder participating in the offering upon request, and to the managing underwriters, if any, copies of all correspondence between the Commission and the
(p) With respect to the registration of Warrant Securities pursuant to Section 7.2 to be sold to an underwriter for reoffering to the public, the Company shall enter into an underwriting agreement with the managing underwriters selected for such underwriting by Holders holding a Majority of the Warrant Securities requested to be included in such underwriting, which may include the Underwriters. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriter and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company except as they may relate to such Holders and their intended methods of distribution and shall not be requested by the Company to provide indemnification except as provided in Section 7.3(e) hereof.
(q) In addition to Warrant Securities, and except as otherwise provided in Section 7(g) hereof, upon the written request therefor by any Holders, the Company shall include in the registration statement any other securities of the Company held by such Holders as of the date of filing of such registration statement, including without limitation restricted shares of Common Stock, options, warrants or securities convertible into shares of Common Stock and shall not be requested by the Company to provide indemnification except as provided in Section 7.3(s) hereof.
(r) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants and/or Warrant Securities shall mean the Holders of Warrants and/or Warrant Securities who, assuming the immediate exercise of all of the outstanding Warrants for Common Stock, would hold in excess of fifty percent (50%) of the Common Stock then issued or issuable pursuant to Warrants that (i) are not held by the Company, an affiliate or officer thereof or any of their respective affiliates, members of their family or persons acting as their nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Securities Act.
Appears in 1 contract
Samples: Underwriters' Warrant Agreement (Westbridge Capital Corp)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.25.2 or 5.3, the Company shall, upon the request of the InvestorsHolders, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holders to permit the Investors Holders to make a public distribution of the Registrable Shares Securities registered in connection with the Registration Statement.;
(cb) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(dc) The Company shall use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the InvestorsHolders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(ed) During the period of time such Registration Statement remains effective, the Company shall notify each Investor Holder of Registrable Shares Securities covered by such registration statement Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fe) The Company shall use its commercially reasonable best efforts to cause all such Registrable Shares Securities registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(gf) The Company shall provide a transfer agent and registrar for all Registrable Shares Securities registered hereunder and a CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration; and
(g) The obligations of the Company hereunder with respect to the Registrable Securities are subject to the Holders’ furnishing to the Company such appropriate information concerning the Holders, the Registrable Securities and the terms of the Holders’ offering of such Registrable Securities as the Company may reasonably request in writing.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (United Energy Corp /Nv/)
Covenants of the Company With Respect to Registration. The In connection with any registration under SECTION 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable best efforts to register file a registration statement within forty-five (45) days of receipt of any demand therefor in accordance with Section 7.3(a), shall use its best efforts to have any registration statement declared effective at the earliest possible time, and qualify shall furnish each Holder desiring to sell the Shares covered underlying the Underwriter's Warrants such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by such Registration Statement it pursuant to this Section 7.4(a) if the Company is publicly committed to a self-tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M under such other securities or Blue Sky laws the Securities Exchange Act of 1934 as amended (the "Exchange Act"). In the event of such jurisdictions as postponement, the Company shall be reasonably requested required to file the registration statement pursuant to this Section 7.4(a) upon the earlier of (i) the consummation or termination, as applicable, of the event requiring such postponement or (ii) 90 days after the receipt of the initial demand for such registration. Additionally, notwithstanding anything to the contrary contained herein, during any period that a registration statement filed pursuant to Section 7.3 hereof is effective, the Company shall have the right to prohibit the sale of any shares thereunder upon notice to the Holder(s) (A) if in the opinion of counsel for the Company, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed where it is significant to the Investors; operations or well being of the Company that such information remain undisclosed, provided that the Company shall not be required in connection therewith or as a condition thereto use its best efforts to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During minimize the period of time in which it shall prohibit the sale of any of such Registration Statement remains effectiveshares pursuant to this clause (A), (B) for periods of up to 30 days if the Company shall notify each Investor reasonably believes that such sale might reasonably be expected to have an adverse effect on any significant proposal or plan of Registrable Shares covered by such the Company to engage in an acquisition of assets or any merger, consolidation, tender offer, financing, corporate reorganization or similar transaction; (C) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company initiated registration statement at any time when a prospectus relating thereto is required in which the Holders are entitled to be delivered under the Securities Act and may in fact participate in accordance with Section 7.2 hereof, but in no event longer than 180 days; or (D) upon the happening of any event event, as a result of which the prospectus included in such Registration Statement, as then in effect, under the registration statement includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;existing (in which case, the Company shall within a reasonable period provide the Holder with revised or supplemental prospectuses and the Holders shall promptly take action to cease making any offers of such shares until receipt and distribution of such revised or supplemental prospectuses.
(b) The Company shall pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to SECTIONS 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to SECTION 7.3(c).
(c) The Company will take all necessary action which may be required in qualifying or registering the Underwriter's Warrants and Shares underlying the Underwriter's Warrants included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Underwriter's Warrants and Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in SECTION 10 of the Underwriting Agreement.
(e) The Holder(s) of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of SECTION 15 of the Act or SECTION 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in SECTION 7 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Underwriter's Warrants prior to be listed on each securities exchange on which securities the initial filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later permit the inclusion of any securities other than the Shares underlying the Underwriter's Warrants and Underwriter's Warrants to be included in any registration statement filed pursuant to SECTION 7.3 hereof, or permit any other registration statement (other than in connection with a merger or on Form S-8) to become effective date within 120 days of such registration; anda registration statement filed pursuant to
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (Frost Hanna Capital Group Inc)
Covenants of the Company With Respect to Registration. The In ----------------------------------------------------- connection with any registration under Section 8.1 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall
(i) use its best efforts to have any registration statements declared effective at the filing earliest practicable time and shall furnish each Holder desiring to sell Registrable Securities such number of prospectuses as shall reasonably be requested.
(ii) With respect to any registration statement filed pursuant to this Agreement, keep such registration statement effective until the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish sooner to occur of (A) such time as the Investors copies Holders of Registrable Securities covered by such registration statement have completed the distribution of all Registrable Securities described in the registration statement, and (B) such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority time as all of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to Securities covered by such registration statement may be sold without any such filing volume limitation pursuant to rule 144 promulgated under the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day Act and (C) three (3) years following the date hereof (the Company has been notified that such objection no longer exists"Registration Maintenance Period").
(biii) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify Notify each Investor Holder of Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(iv) As promptly as practicable after becoming aware of such event, notify each holder of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the registration statement, as then in effect, includes an 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 therein, in the light of the circumstances then existing;under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the registration statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each Holder as such Holder may reasonably request.
(v) Provide Holders with a written notice of the date that the registration statement registering the resale of the Registrable Securities is declared effective by the SEC, and the date or dates when the registration is no longer effective.
(b) The Company shall pay all costs, expenses and fees (excluding fees and expenses of Holder(s)' counsel and any Holder's underwriting or selling commissions), in connection with all registration statements filed pursuant to Section 8.1 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. If the Company shall fail to comply with the provisions of Section 8.2(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), extend the exercise period of the Warrants by such number of days as shall equal the delay caused by the Company's failure.
(c) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s); provided that, the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 16 of the Act or Section 21(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement except for matters for which the Company is indemnified under subsection 8.2(e) hereof.
(e) The Holder(s) of the Registrable Securities to be sold pursuant to a registration statement shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 16 of the Act or Section 21(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders for specific inclusion in such registration statement.
(f) The For a period of ninety (90) days after the effectiveness of any registration statement filed pursuant to Section 8.1 hereof, the Company shall use its commercially reasonable efforts not permit any other registration statement (other than (1) a registration statement relating to cause all such the securities for which the Company has made available to the Holder(s) of the Registrable Shares registered Securities piggyback registration rights hereunder and (2) a registration statement filed on Forms S-4 or S-8) to be listed or remain effective during the effectiveness of a registration statement or a shelf registration on each securities exchange on which securities Form S-3 filed pursuant to Section 8.1 hereof, without the prior written consent of the same class issued by Holders of the Company are then listed;Registrable Securities representing a majority of such securities.
(g) The Company shall provide furnish to each Holder participating in the offering and to each underwriter, if any, a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration; registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(h) The Company shall as soon as practicable after the effective date of any registration statement filed pursuant to Section 8.1 hereof, and in any event within fifteen (15) months thereafter, make "generally available to its security Holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the act and covering a period of at least twelve (12) consecutive months beginning after the effective date of the registration statement.
(i) The Company shall deliver promptly to each Holder participating in the offering and requesting the correspondence and memoranda described below and to the managing underwriters, copies of all written correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder or underwriter shall reasonably request.
(j) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than The Company shall use its best efforts to file a registration statement within seventy-five business (75) days prior of receipt of any demand therefor, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Shares such number of prospectuses as shall reasonably be requested; provided that before filing of the Registration Statement a registration statement or any related Prospectus prospectus or any amendment or supplement thereto, including, without limitation, documents incorporated therein by reference after the initial filing of any registration statement, the Company will furnish to the Investors Holders of the Warrant Shares covered by such registration statement and the underwriters, if any, copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person)filed, which documents will be subject to the review and approval of such Investors within underwriters, and, with respect to information relating to such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant Holders, to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number comments of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsHolders.
(b) Following The Company will prepare and file with the Commission such amendments and post-effective date amendments to a registration statement as may be necessary to keep such registration statement effective for the period required by Sections 7.3(a) or (b); cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act; and comply with the provisions of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental Act with respect to the public offering disposition of all securities covered by such registration statement during such period in accordance with the Registrable Shares, as shall be reasonably requested intended methods of disposition by the Investors sellers thereof set forth in such registration statement or amendment or supplement to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statementsuch prospectus.
(c) The Company shall prepare and file with make every reasonable effort to obtain the SEC such amendments and supplements to such Registration Statement and withdrawal of any order suspending the prospectus used in connection with such Registration Statement as may be necessary to comply with effectiveness of a registration statement at the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;earliest possible moment.
(d) The Company shall use its commercially reasonable efforts pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to register Sections 7.2 and qualify 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holder(s) making a request or electing to participate pursuant to Section 7.3(b) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(b).
(e) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares covered by such Registration Statement included in a registration statement for offering and sale under such other the securities or Blue Sky blue sky laws of such jurisdictions states as shall be reasonably are requested by the Investors; Holder(s), provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;jurisdiction.
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable indemnify the Holder(s) of the Warrant Shares registered hereunder to be listed on sold pursuant to any registration statement and each securities exchange on which securities person, if any, who controls such Holder(s) within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same class issued by extent and with the same effect as the provisions pursuant to which the Company are then listed;has agreed to indemnify each of the Underwriters contained in Section 8 of the Underwriting Agreement.
(g) The Holder(s) of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or behalf of such Holder(s), or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 8 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.
(h) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof.
(i) Other than "Registrable Securities" and "Registrable Shares," as defined in the MEDIQ/Mesirow Agreements, the Company shall provide not permit the inclusion of any securities other than the Warrant Shares to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement to be or remain effective during the effectiveness of a transfer agent registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Warrants and registrar for all Registrable Warrant Shares registered hereunder are presenting a Majority of such securities.
(j) The Company shall furnish to each Holder participating in the offering and to each underwriter, if any, a CUSIP number for all signed counterpart, addressed to such Registrable SharesHolder or underwriter, in each case not later than of (i) an opinion of counsel to the Company, dated the effective date of such registration; registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(k) The Company shall as soon as practicable, but in any event not later than 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the registration statement occurs (90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(l) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and the managing underwriters copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(m) The Company shall enter into an underwriting agreement with the managing underwriters selected for such underwriting by Holders holding a Majority of the Warrant Shares requested to be included in such underwriting. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
(n) For the purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants (assuming for this purpose the exercise of all of the Warrants) and Warrant Shares that (i) are not held by the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act.
Appears in 1 contract
Samples: Representative's Warrant Agreement (New West Eyeworks Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under this Section 7, the Company covenants and agrees shall, as followsexpeditiously as is reasonably possible:
(ai) Not less than five business days prior Prepare and file with the Commission a registration statement with respect to the filing of the Registration Statement or any related Prospectus or any amendment or supplement theretosuch Registrable Stock and, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review last sentence of Section 7(c)(i) hereof, use its best efforts to cause such Investors within registration statement to become effective.
ii) Prepare and file with the Commission such five business days. The Company shall not file the Registration Statement or any amendments and supplements to such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel registration statement and the Company shall make reasonable efforts prospectus used in connection therewith as may be necessary to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any keep such filing pursuant to the previous sentenceregistration statement effective until, then the Required Filing Date or Effectiveness Date, as in the case may beof an underwritten public offering, shall be extended each underwriter has completed the distribution of all securities purchased by the number of days that elapse between the date the Company is notified of the objection it, and, subject to Section 7(b)(iv), in all other cases until the day following earlier of (i) the date the Company has been notified that such objection no longer exists.
sale of all included Registrable Stock covered thereby or (bii) Following 180 days from the effective date of the Registration Statement under Section 5.2registration statement, and to comply with the Company shall, upon the request provisions of the Investors, forthwith supply Securities Act with respect to the sale or other disposition of all included Registrable Stock covered by such reasonable registration statement;
iii) Furnish to the Participating Holders such number of copies of the Registration Statementa prospectus, including, if applicable, a preliminary prospectus and prospectus meeting prospectus, in conformity with the requirements of the Securities Act, and such other documents necessary as the selling shareholders may reasonably request in order to facilitate the disposition of Registrable Stock owned by the Participating Holders.
iv) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or incidental to blue sky laws of such jurisdictions within the public offering of the Registrable Shares, United States as shall be reasonably requested by the Investors to permit Participating Holders, or, in the Investors to make a case of an underwritten public distribution of offering the Registrable Shares registered in connection with the Registration Statement.
(c) The Company managing underwriter shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided request, provided, however, that the Company shall not be required in connection therewith or as a condition thereto hereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;jurisdiction.
(ev) During In the period event of time any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such Registration Statement remains effectiveoffering. The Participating Holders shall also enter into and perform their obligations under such an agreement.
vi) Notify the Participating Holders, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto to Registrable Stock covered by such registration statement is required to be delivered under the Securities Act or Act, of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;, and at the request of the Holder, as promptly as practicable prepare, file and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
(fvii) If the Company has delivered preliminary or final prospectuses to the Holder and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of included Registrable Stock and return prospectuses to the Company. The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities promptly provide the Holder with revised prospectuses and, following receipt of the same class issued by revised prospectuses, the Company are then listed;
(g) The Company Holder shall provide a transfer agent and registrar for all be free to resume making offers of the included Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andStock.
Appears in 1 contract
Samples: Subscription Agreement (Leisure Time Casinos & Resorts Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to If any stop order shall be issued by the filing of the Registration Statement or any related Prospectus or any amendment or supplement theretoSEC in connection therewith, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use its commercially reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors any Holder to permit the Investors such Holder to make a public distribution of such Holder’s Registrable Securities. The obligations of the Company hereunder with respect to any Holder’s Registrable Shares registered Securities are subject to such Holder’s furnishing to the Company such appropriate information concerning such Holder, such Holder’s Registrable Securities and the terms of such Holder’s offering of such Registrable Securities as the Company may reasonably request in connection with the Registration Statement.writing;
(cb) The Company shall prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement;
(c) Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than five (5) business days prior to such filing): (i)(A) when a prospectus or any prospectus supplement or post-effective amendment to a Registration Statement during is proposed to be filed; (B) when the period SEC notifies the Company whether there will be a “review” of time such Registration Statement remains and whenever the SEC comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has been declared effective;; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or prospectus or for additional information that pertains to the Holders as Selling Stockholders or the Plan of Distribution; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, prospectus or other documents so that, in the case of such Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) Upon the occurrence of any event contemplated by Section 3(c)(v) above, as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company may delay the filing of any supplement or amendment to any Registration Statement or suspend the use or effectiveness of any Registration Statement if (i) the Board of Directors of the Company (the “Board”), in the exercise of its good faith judgment, reasonably concludes that, in the absence of such delay or suspension, the Company will be required under state or federal securities laws to disclose a corporate development the disclosure of which is not otherwise required and would have a material adverse effect upon the Company, and (ii) the Company promptly thereafter delivers to the Holders a certificate (the “Certificate”), signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a supplement or amendment to the Registration Statement to be filed in the near future or to continue the use or effectiveness of the Registration Statement. Upon delivery of the Certificate, the Company’s obligation under this Section 3(d) shall be deferred for a period not to exceed sixty (60) days from the date of delivery of the Certificate (the “Suspension Period”). No more than two (2) such Suspension Periods shall occur in any eighteen (18) month period. The Company may extend the Suspension Period for an additional thirty (30) consecutive days with the written consent of the holders of a majority of the Registrable Securities registered under the applicable Registration Statement, which consent shall use not be unreasonably withheld.
(e) Use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions as shall be reasonably requested by the Investors; Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause Cause all such Registrable Shares registered hereunder Securities to be listed on each securities exchange on which similar securities of the same class issued by the Company are then listed;
(g) The Company shall provide Provide a transfer agent and registrar for all Registrable Shares registered hereunder Securities and a CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration;
(h) Use its best efforts to furnish, at the request of any Holder, on the date that such Holder’s Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and to the Holders and (ii) if appropriate, a letter, dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters and to the Holders (to the extent the then-applicable standards of professional conduct permit said letter to be addressed to the Holders).
(i) The Company shall pay all costs, fees and expenses in connection with the Registration Statement filed pursuant to Section 2 hereof including, without limitation, the Company’s legal and accounting fees, all registration, qualification, listing and filing fees, printing expenses, escrow fees, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by such Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by such Holder pursuant thereto.
(j) The Company has read and understands the exercise limitations contained in certain of the Warrants and, except as may be required by applicable law or rules or regulations of the SEC, will not take a position in any Registration Statement or other filing with the SEC that a Holder whose Warrant contains such exercise limitations is the beneficial owner of more than the percentage of Common Stock permitted to be beneficially owned by such Holder absent an affirmative written statement by such Holder to such effect. It is understood and agreed that current law, rules and regulations of the SEC do not require the adoption of a position that a Holder whose Warrant contains such exercise limitations is the beneficial owner of more than the percentage of Common Stock permitted to be beneficially owned by such Holder pursuant to the exercise limitations contained in the Warrants.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares Securities shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares Securities object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares Securities registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares Securities registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares Securities registered hereunder and a CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration; and
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Axonyx Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or In connection with any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement registration under this Section 5.27, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be expeditiously as is reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.possible:
(ci) The Company shall prepare Prepare and file with the SEC Commission a registration statement with respect to the Participating Holders Registrable Stock and, subject to the last sentence of Section 7(c)(i) hereof, use its best efforts to cause such registration statement to become effective.
(ii) Prepare and file with the Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;registration statement.
(diii) The Company shall use Furnish to the Participating Holders such numbers of copies of a prospectus, including, if applicable, a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the selling shareholders reasonably request in order to facilitate the disposition of Registrable Stock owned by the Participating Holders may reasonably request in order to facilitate the disposition of Registrable Stock owned by the Participating Holders.
(iv) Use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions within the United States as shall be reasonably requested by the InvestorsParticipating Holders; provided provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;.
(ev) During In the period event of time any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such Registration Statement remains effectiveoffering. The Participating Holders shall also-enter into and perform their obligations under such an agreement.
(vi) Notify the Participating Holders, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto to Registrable Stock covered by such registration statement is required to be delivered under the Securities Act or Act, of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;.
(fvii) The Company shall use its commercially reasonable efforts Furnish to cause all the Participating Holders, on the date that shares of Registrable Stock are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7, if such Registrable Shares registered hereunder securities are being sold by underwriters, or, on the date that the registration statement with respect to be listed on each such securities exchange on which securities becomes effective, (i) an opinion as to matters of the same class issued by law only, dated such date, of counsel representing the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date purposes of such registration; and, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Participating Holders and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, and to the Participating Holders.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Chaparral Resources Inc)
Covenants of the Company With Respect to Registration. The Company Presidion covenants and agrees as follows:
(a) Not less than five business days prior The Registration Statement shall be prepared and filed with the Commission on the appropriate form under the Securities Act with respect to the Registrable Shares, which form shall comply in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith. Within a reasonable time before each filing of the Registration Statement or any related Prospectus prospectus or any amendment amendments or supplement theretosupplements thereto with the Commission, Presidion shall furnish to the Investors counsel selected by Holders, copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person)filed, which documents will shall be subject to the review approval of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existscounsel.
(b) Presidion shall use its best efforts to cause the Registration Statement to become effective with the Commission as promptly as possible. If any stop order shall be issued by the Commission in connection therewith, Presidion shall use its best reasonable efforts to obtain promptly the withdrawal of such order. Presidion shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective in accordance with Section 2 hereof and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Registrable Shares whenever any Holder desires to sell or otherwise dispose of the same. Following the effective date of the Registration Statement under Section 5.2Statement, the Company Presidion shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder (and underwriters, if any) to make a public sale or other distribution of the Holder's Registrable Shares registered Securities. The obligations of Presidion hereunder with respect to the Holder's Registrable Securities are subject to the Holder furnishing to Presidion such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as Presidion may reasonably request in connection with the Registration Statementwriting.
(c) The Company shall prepare and file with Presidion will take all necessary action which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities including in the Registration Statement for the offer and sale under the prospectus used securities or blue sky laws of such states as are reasonably requested by each Holder of such securities, provided that Presidion shall not be obligated to qualify as a foreign corporation to do business under the laws of any such jurisdiction in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;which it is not already qualified.
(d) The Company Presidion shall use its commercially reasonable efforts to register immediately notify Holders, Holders' counsel and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably any underwriter and (if requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(eperson) During the period confirm such notice in writing, of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result which makes any statement made in the Registration Statement or related prospectus untrue or that requires the making of which the prospectus included any changes in such Registration Statement, as then in effect, includes an Statement or prospectus so that they will not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made not misleading; and, as promptly as practicable thereafter, prepare and file with the Commission and furnish supplement or amendment to such Registration Statement or prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such Registration Statement or prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) Presidion shall use its best efforts to cause, to the extent applicable, the Registrable Shares covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities and to obtain such approvals, consents and make such filings as may be necessary by virtue of the business and operations of Presidion to enable any Holder to consummate the disposition of such Registrable Shares in accordance with its intended method of distribution thereof.
(f) The Company Presidion shall use its commercially reasonable efforts make available to Holders, any underwriter participating in any disposition, and any attorney, accountant or other agent or representative retained by any Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of Presidion (collectively, the "Records") reasonably necessary to enable them to exercise their due diligence responsibility, and cause Presidion's officers, directors and employees to supply all information requested by any such Registrable Shares registered hereunder to be listed on each securities exchange on which securities Inspector in connection with the filing of the same class issued by the Company are then listed;Registration statement.
(g) The Company Presidion shall enter into such customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as the Holders or the underwriters retained by any Holder participating in an underwritten public offering, if any, may reasonably request in order to expedite or facilitate the disposition of the Registrable Securities (and the Holder may, at its option, require that any or all of the representations, warranties and covenants of Presidion to or for the benefit of any underwriters also be made to and for the benefit of the Holder).
(h) Presidion shall furnish to Holders a signed counterpart of (i) an opinion of counsel of Presidion, dated the effective date of the Registration Statement, and in the event of an underwritten offering (ii) a "comfort" letter signed by the independent public accountants who have certified Presidion's financial statements included in the Registration Statement, covering substantially the same matters with respect to the Registration Statement (and the prospectus included therein) and (in the case of the accountants' letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of Presidion's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities.
(i) Presidion shall, in connection with an underwritten offering, participate, to the extent reasonably requested by the managing underwriter for the offering or the Holders, in customary efforts to sell the securities being offered, and cause such steps to be taken as to ensure such good faith participation of senior management officers of Presidion in "road shows" as is customary.
(j) Presidion shall otherwise cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration and sale of the Registrable Securities.
(k) Presidion shall, during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act.
(l) Presidion shall provide a transfer agent and registrar for all the Registrable Shares Securities registered hereunder pursuant hereto and a CUSIP number for all such Registrable SharesSecurities, in each case not no later than the effective date of such registration.
(m) Presidion shall pay all costs, fees and expenses in connection with the Registration Statement filed pursuant to Section 2 hereof including, without limitation, Presidion's legal and accounting fees, printing expenses, and blue sky fees and expenses, whether or not the Registration Statement becomes effective; andprovided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The ----------------------------------------------------- Company covenants and agrees as follows:
(a) Not less than five business days prior to In connection with any registration under Section 7.2 hereof, the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or as expeditiously as possible, but in any such Prospectus or event no later than thirty (30) days following receipt of any amendments or supplements thereto to which the holders of a majority of the Registrable Shares demand therefor, shall reasonably object in good faith based on the advice of counsel and the Company shall make use commercially reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to have any such filing pursuant to Registration Statement declared effective at the previous sentenceearliest possible time, then the Required Filing Date or Effectiveness Date, as the case may be, and shall be extended by the furnish each holder of Registrable Securities such number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer existsprospectuses as shall reasonably be requested.
(b) If any stop order shall be issued by the Commission in connection therewith, the Company shall use its best efforts to obtain the removal of such order. Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsHolder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered in connection with the Registration StatementSecurities.
(c) The Company shall prepare pay all costs, fees and file expenses in connection with the SEC such amendments and supplements to such a Registration Statement filed pursuant to Section 7.2 or 7.3 hereof, including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that the prospectus used Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the disposition of all Shares covered Registrable Securities sold by such Registration Statement during the period of time such Registration Statement remains effective;Holder pursuant thereto.
(d) Nothing contained in this Agreement shall be construed as requiring any Holder to exercise his Warrants prior to the initial filing of any Registration Statement or the effectiveness thereof.
(e) The Company shall use its commercially reasonable efforts to register will take all necessary action which may be required in qualifying or registering the Registrable Securities included in the Registration Statement, for offer and qualify sale under the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service holders of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;securities.
(f) The Company shall use its commercially reasonable efforts to cause all such indemnify any holder of the Registrable Shares registered hereunder Securities to be listed on sold pursuant to any Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each securities exchange on which securities person, if any, who controls such holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act,the Exchange Act or otherwise, arising from such registration statement to the same class issued by extent and with the same effect as the provisions pursuant to which the Company are then listed;has agreed to indemnify the Placement Agents as set forth in Section 10 of the Placement Agency Agreement and to provide for just and equitable contribution as set forth in Section 10 of the Placement Agency Agreement.
(g) Any holder of Registrable Securities to be sold pursuant to a registration statement, and such Holder's successors and assigns, shall severally, and not jointly, indemnify, the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such holder, or such Holder's successors or assigns, for specific inclusion in such Registration Statement to the same extent and with the same effect as the provisions pursuant to which the Placement Agents have agreed to indemnify the Company as set forth in Section 10 of the Placement Agency Agreement and to provide for just and equitable contribution as set forth in Section 10 of the Placement Agency Agreement.
(h) The Company shall provide promptly deliver copies of all correspondence between the Commission and the Company, its counsel or auditors with respect to the Registration Statement to each holder of Registrable Securities included for such Registration Statement pursuant to Section 7.2 or Section 7.3 hereof requesting such correspondence to the managing underwriter, if any, of the offering in connection with which such Holder's Registrable Securities are being registered and shall permit each holder of Registrable Securities and such underwriter to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from the Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request. Any copying, courier and travel expenses incurred by the Company in complying with such investigations shall be borne by the party requesting the information.
(i) Neither the filing of a transfer agent Registration Statement by the Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon the Holder any obligation to sell the Holder's Registrable Securities.
(j) If the Company fails to keep the Registration Statement continuously effective during the requisite period (except as set forth in Section 7.2(b), above), then the Company shall promptly update the Registration Statement or file a new registration statement covering the Registrable Securities remaining unsold, subject to the terms and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andprovisions hereof.
Appears in 1 contract
Samples: Warrant Agreement (KFX Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior In connection with any registration filed pursuant hereto, the Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysbecome effective as promptly as possible. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration StatementStatement (including, without limitation, the exhibits and schedules thereto), preliminary prospectus and prospectus meeting the requirements of the Securities ActAct (including, without limitation, any and all amendments or supplements thereto), and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution sell, distribute or otherwise dispose of the Investor's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Investor's beneficially owned Registrable Securities are subject to the Investor's furnishing to the Company such appropriate information concerning the Investor, the Investor's Registrable Securities and the terms of the Investor's offering of such Registrable Securities as the Company may reasonably request in connection writing.
(b) The Company shall provide the Investor, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the Investor or underwriter (each, an "Inspector" and, collectively, the "Inspectors"), the opportunity to review and comment (including reviewing and commenting on relevant documents and agreements) in the preparation of such Registration Statement, each prospectus included therein or tiled with the Registration StatementCommission and each amendment or supplement thereto.
(c) The For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, the Company shall prepare make available for inspection at the Company's offices and file with copying by the SEC Inspectors such amendments financial and supplements other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such Registration Statement inquiries and the prospectus used to supply all information reasonably requested by any such Inspector in connection with such Registration Statement Statement, as may shall be necessary reasonably necessary, in the judgment of the respective counsel, to comply with conduct a reasonable investigation within the meaning of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;Act.
(d) The Company shall use its commercially reasonable efforts to register promptly notify in writing the Investor, the sales or placement agent, if any, therefor and qualify the Shares covered by managing underwriter of the securities being sold: (i) when such Registration Statement under or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such other securities Registration Statement or Blue Sky laws any post-effective amendment, when the same has become effective: (ii) when the Commission notifies the Company whether there will be a "review's of such jurisdictions as shall be reasonably requested Registration Statement: (iii) of any comments (oral or written) by the Investors; provided that Commission and by the Company shall not be required in connection therewith blue sky or as a condition securities commissioner or regulator of any state with respect thereto or (iv) of any request by the Commission for any amendments or supplements to qualify to do business such Registration Statement or to file a general consent to service of process in any such states the prospectus or jurisdictions;for additional information.
(e) During The Company shall promptly notify in writing the period Investor, the sales or placement agent, if any, therefor and the managing underwriter of time such the securities being sold pursuant to any Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which the which, any prospectus included in such Registration Statement, as then in effect, includes Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the Commission promptly following notice of the occurrence of such event to the Investor, the sales or placement agent and the managing underwriter so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall 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 in light of the circumstances under which they were made.
(f) The Company shall promptly notify in writing the Investor, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the Commission of (i) any stop order issued or threatened to be issued by the Commission or (ii) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its commercially reasonable efforts to cause all (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (v) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Shares registered hereunder to be listed on each securities exchange on which securities of Securities included in such Registration Statement for sale in any jurisdiction at the same class issued by the Company are then listed;earliest practicable date.
(g) The Company shall provide prepare and file with the Commission such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) (or any similar provision then in force) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act: and comply with the provisions of the Securities Act and the Securities Exchange Act of 1934; as amended (the "Exchange 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 thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If the Investor so requests, to request acceleration of effectiveness of the Registration Statement from the Commission and any post-effective amendments thereto, if any are filed. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration.
(h) The Company shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that the Investor shall be solely responsible for the fees of any counsel retained by the Investor in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Investor pursuant thereto.
(i) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a transfer agent Registration Statement for offering and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than sale under the effective date securities or blue sky laws of such registration; andstates as are reasonably requested by the Investors of such securities: provided, that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(j) The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investor may request a reasonable period of time prior to sales of the securities pursuant to such Registration Statement.
(k) The Company agrees generally to cooperate with Investors in effecting compliant resale of the Registrable Securities, including comfort and other customary broker agreements and documentations and certificates
Appears in 1 contract
Samples: Registration Rights Agreement (Environmental Solutions Worldwide Inc)
Covenants of the Company With Respect to Registration. The Company hereby covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsHolder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, Shares as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Registrable Shares. The obligations of the Company hereunder with respect to the Registrable Shares registered are expressly conditioned on Holder's furnishing to the Company such appropriate information concerning Holder, the Registrable Shares and the terms of Holder's offering of such shares as the Company may reasonably request.
(b) The Company will pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2, including, without limitation, the Company's legal and accounting fees, printing expenses and blue sky fees and expenses; provided, however, that Holder shall be solely responsible for the fees of any counsel or advisor retained by Holder in connection with such registration and any transfer taxes or underwriting discounts, selling commissions or selling fees applicable to the Registrable Shares sold by Holder pursuant thereto.
(c) The Company will use its best efforts to qualify or register the Registrable Shares included in a Registration Statement for offering and sale under the securities or blue sky laws of such states as are reasonably requested by Holder, provided that the Company shall prepare not be obligated to execute or file any general consent to service of process (unless the Company is already then subject to service in such jurisdiction) or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall use its best efforts to cause the Registration Statement to become effective under the Act and to maintain such effectiveness for the period terminating on the date on which all Holders with respect to the Registrable Shares can sell the Registrable Shares pursuant to Rule 144 under the Act without restriction under Rule 144(e) thereof; provided, however, that an Holder may inform the Company in writing that it wishes to exclude all or a portion of its Registrable Shares from such registration.
(e) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such the Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to keep the Registration Statement effective under the Act at all times until the date on which all Holders can sell the Registrable Shares pursuant to Rule 144 of the Act without restriction under Rule 144(h) thereof, and to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such the Registration Statement during the period of time such Registration Statement remains effective;Statement.
(df) The Company shall use its commercially reasonable efforts to register and qualify Notify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effectiveHolders, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto to Registrable Shares covered by the Registration Statement is required to be delivered under the Securities Act or Act, of the happening of any event as a result of which the prospectus included in such the Registration Statement, as then in effect, includes an 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 in the light of the circumstances then existing;
(f) misleading. The Company shall use its commercially promptly amend or supplement the Registration Statement to correct any such untrue statement or omission.
(g) Notify the Holders of the issuance by the SEC or any state securities commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose. The Company will make every reasonable efforts effort to cause all such prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(h) If so notified by the majority holder, permit a single firm of counsel designated by the holders of a majority in interest of the Registrable Shares registered hereunder to review, at the expense of the holders, the Registration Statement and all amendments and supplements thereto not less than three days prior to their filing, and not file any document in a form to which such counsel reasonably objects.
(i) If the Common Stock is then listed on a national securities exchange, cause the Registrable Shares to be listed on each such exchange. If the Common Stock is not then listed on a national securities exchange on which securities exchange, facilitate the reporting of the same class issued by Registrable Shares on the Nasdaq Bulletin Board, the Nasdaq SmallCap Market, or the Nasdaq National Market, as applicable.
(j) Take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates bearing no restrictive legend other than providing for sale in accordance with the prospectus delivery requirements of the Act, representing the Registrable Shares to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the Holders or any underwriters may reasonably request.
(k) Notwithstanding anything contained in this Agreement to the contrary, the Company are then listed;shall not be obligated to register the Registrable Shares under the Act or maintain the effectiveness of any registration statement filed under Section 2 hereof if it receives an opinion of counsel to the Company that all of the Registrable Shares may be freely traded without registration under the Act, under Rule 144 of the Act or otherwise. Nothing contained in this Agreement shall require the Company to undergo an audit, other than in the ordinary course of business.
(gl) The Except with respect to (i) contractual committments existing on the date hereof, (ii) offerings of securities (other than the Offering) after the date hereof in an amount not to exceed $4,000,000 in the aggregate and (iii) transactions involving mergers and acquisitions of product lines, companies, or businesses or similar transactions, the Company shall provide will not file any new registration statement to register any share of its Common Stock sold after the consummation of the Offering at a transfer agent and registrar for all price (or with an exercise price in the case of sales of a derivative security) less than the then current market price of the Common Stock until such time as (x) any registration statement required to be filed under Section 2 hereof has been filed or (y) the Registrable Shares registered hereunder and a CUSIP number for all such cease to be Registrable Shares, Shares as provided in each case Section 2(b) hereof. So long as any Registrable Shares remain outstanding any registration statement filed to register shares of Common Stock pursuant to the provisions of (l)(ii) above may be filed at the same time or after any registration statement filed under Section 2 hereof but not later than the effective date of such registration; andprior thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Us Automotive Manufacturing Inc)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable best efforts to register file a registration statement within ninety (90) days of receipt of any demand therefor in accordance with Section 7.3(a), shall use its best efforts to have any registration statement declared effective by the Effectiveness Target Date, and qualify shall furnish each Holder desiring to sell the Shares covered underlying the Underwriter's Warrants such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 7.4(a) if the Company (i) is publicly committed to a self-tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M under the Securities Exchange Act of 1934 as amended (the "Exchange Act") or (ii) or if the Company is involved in negotiating or consummating an acquisition or merger which would make such Registration Statement under such other securities or Blue Sky laws registration impracticable in which case the filing of the registration statement may be delayed for a period of up to 90 days. In the event of such jurisdictions as postponement, the Company shall be reasonably requested required to file the registration statement pursuant to this Section 7.4(a) upon the earlier of (i) the consummation or termination, as applicable, of the event requiring such postponement or (ii) 90 days after the receipt of the initial demand for such registration. Additionally, notwithstanding anything to the contrary contained herein, during any period that a registration statement filed pursuant to Section 7.3 hereof is effective, the Company shall have the right to prohibit the sale of any shares thereunder upon notice to the Holder(s) (A) if in the opinion of counsel for the Company, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed where it is significant to the Investors; operations or well being of the Company that such information remain undisclosed, provided that the Company shall not be required in connection therewith or as a condition thereto use its best efforts to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During minimize the period of time in which it shall prohibit the sale of any of such Registration Statement remains effectiveshares pursuant to this clause (A), (B) for periods of up to 30 days if the Company shall notify each Investor reasonably believes that such sale might reasonably be expected to have an adverse effect on any significant proposal or plan of Registrable Shares covered by such the Company to engage in an acquisition of assets or any merger, consolidation, tender offer, financing, corporate reorganization or similar transaction; (C) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company initiated registration statement at any time when a prospectus relating thereto is required in which the Holders are entitled to be delivered under the Securities Act and may in fact participate in accordance with Section 7.2 hereof, but in no event longer than 180 days; or (D) upon the happening of any event event, as a result of which the prospectus included in such Registration Statement, as then in effect, under the registration statement includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;existing (in which case, the Company shall within a reasonable period provide the Holder with revised or supplemental prospectuses and the Holders shall promptly take action to cease making any offers of such shares until receipt and distribution of such revised or supplemental prospectuses.
(b) The Company shall pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c).
(c) The Company will take all necessary action which may be required in qualifying or registering the Warrant underlying the Underwriter's Warrants included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Underwriter's Warrants and Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 7 of the Underwriting Agreement.
(e) The Holder(s) of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 7 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Underwriter's Warrants prior to be listed on each securities exchange on which securities the initial filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Shares underlying the Underwriter's Warrants to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement (other than in connection with a transfer agent merger or acquisition) to become effective within 120 days of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Underwriter's Warrants or Shares underlying the Underwriter's Warrants representing a majority of the shares of Common Stock issuable upon the exercise of such Underwriter's Warrants.
(h) If the Shares underlying the Shares underlying the Underwriter's warrants are to be sold in an underwritten public offering, the Company shall use its best efforts to furnish to each Holder participating in the offering and registrar for all Registrable Shares registered hereunder to each such underwriter, a signed counterpart, addressed to such underwriter, of (i) an opinion of counsel to the Company dated the date of the closing under the underwriting agreement, and (ii) a CUSIP number for all "cold comfort" letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such Registrable Sharesregistration statement, in each case not later than covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(i) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, have made "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(j) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, and the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such registration; andinvestigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) The Company shall enter into an underwriting agreement with the managing underwriter(s) selected for such underwriting, if any, by Holders holding a Majority of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants requested to be included in such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter(s). The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Underwriter's Warrants and the Shares underlying the Underwriter's Warrants and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter(s) except as they may relate to such Holders, their intended methods of distribution, and except for matters related to disclosures with respect to such Holders, contained or required to be contained, in such registration statement under the Act and the rules and regulations thereunder.
(l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Underwriter's Warrants and Shares, shall mean in excess of fifty percent (50%) of the then outstanding Shares, assuming the full exercise of all Underwriter's Warrants that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their families, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (Jeremys Microbatch Ice Creams Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to become effective with the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file SEC as promptly as possible and in no event more than 90 days after filing the Registration Statement with the SEC (the “Effectiveness Due Date”); provided, however, in the event that the Company is unable to obtain audited financial statements from a Target for inclusion in the Registration Statement on or before 40 days after the date of this Agreement, the Effective Due Date shall be 100 days after the Registration Statement is filed with the SEC. If any such Prospectus or any amendments or supplements thereto to which stop order shall be issued by the holders of a majority of the Registrable Shares shall reasonably object SEC in good faith based on the advice of counsel and connection therewith, the Company shall make reasonable use best efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon shall supply one unbound of copy the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and definitive prospectus meeting the requirements of the Securities Act, and other documents necessary any supplements or incidental to the public offering of the Registrable Sharesamendments thereto, as shall be reasonably requested required by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder’s Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder’s Registrable Securities are subject to the Holder’s furnishing to the Company such appropriate information concerning the Holder, the Holder’s Registrable Securities and the terms of the Holder’s offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company’s legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all actions which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable best efforts to register file a registration statement within sixty (60) days of receipt of any demand therefor in accordance with Section 7.3(a), shall use its best efforts to have any registration statement declared effective by the Effectiveness Target Date, and qualify shall furnish each Holder desiring to sell the Shares covered underlying the Underwriter's Warrants such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 7.4(a) if the Company (i) is publicly committed to a self-tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M under the Securities Exchange Act of 1934 as amended (the "Exchange Act") or (ii) or if the Company is involved in negotiating or consummating an acquisition or merger which would make such Registration Statement under such other securities or Blue Sky laws registration impracticable in which case the filing of the registration statement may be delayed for a period of up to 90 days. In the event of such jurisdictions as postponement, the Company shall be reasonably requested required to file the registration statement pursuant to this Section 7.4(a) upon the earlier of (i) the consummation or termination, as applicable, of the event requiring such postponement or (ii) 90 days after the receipt of the initial demand for such registration. Additionally, notwithstanding anything to the contrary contained herein, during any period that a registration statement filed pursuant to Section 7.3 hereof is effective, the Company shall have the right to prohibit the sale of any shares thereunder upon notice to the Holder(s) (A) if in the opinion of counsel for the Company, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed where it is significant to the Investors; operations or well being of the Company that such information remain undisclosed, provided that the Company shall not be required in connection therewith or as a condition thereto use its best efforts to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During minimize the period of time in which it shall prohibit the sale of any of such Registration Statement remains effectiveshares pursuant to this clause (A), (B) for periods of up to 30 days if the Company shall notify each Investor reasonably believes that such sale might reasonably be expected to have an adverse effect on any significant proposal or plan of Registrable Shares covered by such the Company to engage in an acquisition of assets or any merger, consolidation, tender offer, financing, corporate reorganization or similar transaction; (C) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company initiated registration statement at any time when a prospectus relating thereto is required in which the Holders are entitled to be delivered under the Securities Act and may in fact participate in accordance with Section 7.2 hereof, but in no event longer than 180 days; or (D) upon the happening of any event event, as a result of which the prospectus included in such Registration Statement, as then in effect, under the registration statement includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;existing (in which case, the Company shall within a reasonable period provide the Holder with revised or supplemental prospectuses and the Holders shall promptly take action to cease making any offers of such shares until receipt and distribution of such revised or supplemental prospectuses.
(b) The Company shall pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c).
(c) The Company will take all necessary action which may be required in qualifying or registering the Underwriter's Warrants and Shares underlying the Underwriter's Warrants included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Underwriter's Warrants and Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 7 of the Underwriting Agreement.
(e) The Holder(s) of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 7 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Underwriter's Warrants prior to be listed on each securities exchange on which securities the initial filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Shares underlying the Underwriter's Warrants to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement (other than in connection with a transfer agent merger or acquisition) to become effective within 120 days of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Underwriter's Warrants or Shares underlying the Underwriter's Warrants representing a majority of the shares of Common Stock issuable upon the exercise of such Underwriter's Warrants.
(h) If the Shares underlying the Shares underlying the Underwriter's warrants are to be sold in an underwritten public offering, the Company shall use its best efforts to furnish to each Holder participating in the offering and registrar for all Registrable Shares registered hereunder to each such underwriter, a signed counterpart, addressed to such underwriter, of (i) an opinion of counsel to the Company dated the date of the closing under the underwriting agreement, and (ii) a CUSIP number for all "cold comfort" letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such Registrable Sharesregistration statement, in each case not later than covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.
(i) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, have made "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(j) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, and the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such registration; andinvestigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) The Company shall enter into an underwriting agreement with the managing underwriter(s) selected for such underwriting, if any, by Holders holding a Majority of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants requested to be included in such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter(s). The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Underwriter's Warrants and the Shares underlying the Underwriter's Warrants and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter(s) except as they may relate to such Holders, their intended methods of distribution, and except for matters related to disclosures with respect to such Holders, contained or required to be contained, in such registration statement under the Act and the rules and regulations thereunder.
(1) For purposes of this Agreement, the term "Majority" in reference to the Holders of Underwriter's Warrants and Shares, shall mean in excess of fifty percent (50%) of the then outstanding Shares, assuming the full exercise of all Underwriter's Warrants that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their families, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.
Appears in 1 contract
Samples: Underwriter's Warrant Agreement (Pacifichealth Laboratories Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior : The Company shall use best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to become effective with the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to SEC as promptly as possible and in no event more than 150 days after the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file date the Registration Statement or is filed with the SEC. If any such Prospectus or any amendments or supplements thereto to which stop order shall be issued by the holders of a majority of the Registrable Shares shall reasonably object SEC in good faith based on the advice of counsel and connection therewith, the Company shall make reasonable use best efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing. The Company shall pay all costs, fees and expenses in connection with the Registration Statement.
(c) The Company Statement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall prepare and file with be solely responsible for the SEC such amendments and supplements to such Registration Statement and fees of any counsel retained by the prospectus used Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto. The Company will take all actions which may be required to qualify or register the Registrable Securities included in the Registration Statement as may be necessary to comply with for the Securities Act with respect to offer and sale under the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Samples: Registration Rights Agreement (Multicell Technologies Inc.)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement theretoto become effective with the Commission as promptly as possible and in no event more than 100 days after the date of this Agreement (provided, furnish to however, that the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file be liable to the Registration Statement Holders or in default of this covenant in event that the Commission’s review process delays such effectiveness). If any such Prospectus or any amendments or supplements thereto to which stop order shall be issued by the holders of a majority of the Registrable Shares shall reasonably object Commission in good faith based on the advice of counsel and connection therewith, the Company shall make use its best reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all necessary action which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Samples: Registration Rights Agreement (Care Concepts I Inc /Fl/)
Covenants of the Company With Respect to Registration. The In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:
(a) Not less than five business The Company shall file a registration statement within 60 days prior of receipt of a Registration Notice in accordance with Section 7.3(a), shall have any registration statement declared effective by the Effectiveness Target Date, and shall furnish each Holder desiring to sell the Warrant Shares underlying the Placement Agent's Warrants such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 7.4(a) if the Company (i) is publicly committed to a self-tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M under the Securities Exchange Act of 1 934 as amended (the "Exchange Act") or (ii) or if the Company is involved in negotiating or consummating an acquisition or merger which would make such registration impracticable in which case the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish registration statement may be delayed for a period of up to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business 30 days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event of such postponement, the holders Company shall be required to file the registration statement pursuant to this Section 7.4(a) upon the earlier of a majority (i) the consummation or termination, as applicable, of the Registrable Shares object to any event requiring such filing pursuant to postponement or (ii) 90 days after the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date receipt of the Registration Statement under Notice. Additionally, notwithstanding anything to the contrary contained herein, during any period that a registration statement filed pursuant to Section 5.27.3 hereof is effective, the Company shallshall have the right to prohibit the sale of any shares thereunder upon notice to the Holder(s) (A) if in the opinion of counsel for the Company, upon the request Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed where it is significant to the operations or well being of the InvestorsCompany that such information remain undisclosed, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.
(c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto use its best efforts to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During minimize the period of time in which it shall prohibit the sale of any of such Registration Statement remains effectiveshares pursuant to this clause (A), (B) for periods of up to 30 days if the Company shall notify each Investor reasonably believes that such sale might reasonably be expected to have an adverse effect on any significant proposal or plan of Registrable Shares covered by such the Company to engage in an acquisition of assets or any merger, consolidation, tender offer, financing, corporate reorganization or similar transaction; (C) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 60 days after the effective date of, a Company initiated registration statement at any time when a prospectus relating thereto is required in which the Holders are entitled to be delivered under the Securities Act and may in fact participate in accordance with Section 7.2 hereof, but in no event longer than 90 days; or (D) upon the happening of any event event, as a result of which the prospectus included in such Registration Statement, as then in effect, under the registration statement includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;existing in which case, the Company shall within a reasonable period provide the Holder with revised or supplemental prospectuses and the Holders shall promptly take action to cease making any offers of such shares until receipt and distribution of such revised or supplemental prospectuses.
(b) The Company shall pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c).
(c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Placement Agent's Warrants and Warrant Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Placement Agent contained in the Indemnity Agreement dated January 10, 2000 between the Placement Agent and the Company.
(e) The Holder(s) of the Warrants and Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 13(b) of the Agency Agreement pursuant to which the Placement Agent has agreed to indemnify the Company.
(f) The Company Nothing contained in this Agreement shall use its commercially reasonable efforts be construed as requiring the Holder(s) to cause all such Registrable Shares registered hereunder exercise their Placement Agent's Warrants prior to be listed on each securities exchange on which securities the initial filing of any registration statement or the same class issued by the Company are then listed;effectiveness thereof.
(g) The Company shall provide not permit the inclusion of any securities other than the Warrant Shares to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement (other than in connection with a transfer agent merger or on Form S-8) to become effective within 180 days of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Placement Agent's Warrants or Warrant Shares representing a Majority of the shares of Common Stock issuable upon the exercise of such Placement Agent's Warrants.
(h) If the Warrant Shares are to be sold in an underwritten public offering, the Company shall use its best efforts to furnish to each Holder participating in the offering and registrar for all Registrable Shares registered hereunder to each such Placement Agent, a signed counterpart, addressed to such Placement Agent, of (i) an opinion of counsel to the Company dated the date of the closing under the underwriting agreement, and (ii) a CUSIP number for all "cold comfort" letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such Registrable Sharesregistration statement, in each case not later than covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to Placement Agent in underwritten public offerings of securities.
(i) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, have made generally available to its "security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration statement.
(j) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, and the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and Placement Agent to do such registration; andinvestigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.
(k) The Company shall enter into an underwriting agreement with the managing underwriter selected for such underwriting, if any, by Holders holding a Majority of the Placement Agent's Warrants and Warrant Shares requested to be included in such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder and the managing underwriter, and shall contain such representations, war- ranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Placement Agent's Warrants and the Warrant Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such Placement Agent(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter except as they may relate to such Holders, their intended methods of distribution, and except for matters related to disclosures with respect to such Holders, contained or required to be contained, in such registration statement under the Act and the rules and regulations thereunder.
(l) For purposes of this Agreement, the term "Majority" in reference to the Holders of Placement Agent's Warrants and Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrant Shares, assuming the full exercise of all Placement Agent's Warrants that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their families, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.
Appears in 1 contract
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to the filing of the Registration Statement or In connection with any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement registration under this Section 5.27, the Company shall, upon the request of the Investors, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and other documents necessary or incidental to the public offering of the Registrable Shares, as shall be expeditiously as is reasonably requested by the Investors to permit the Investors to make a public distribution of the Registrable Shares registered in connection with the Registration Statement.possible:
(ci) The Company shall prepare Prepare and file with the SEC Commission a registration statement with respect to the Participating Holders' Registrable Stock and, subject to the last sentence of Section 7(c)(i) hereof, use its best efforts to cause such registration statement to become effective.
(ii) Prepare and file with the Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the Securities provisions of the Act with respect to the disposition of all Shares securities covered by such Registration Statement during the period of time such Registration Statement remains effective;registration statement.
(diii) The Company shall use Furnish to the Participating Holders such numbers of copies of a prospectus, including, if applicable, a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the selling shareholders may reasonably request in order to facilitate the disposition of Registrable Stock owned by the Participating Holders.
(iv) Use its commercially reasonable best efforts to register and qualify the Shares securities covered by such Registration Statement registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions within the United States as shall be reasonably requested by the InvestorsParticipating Holders; provided provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;.
(ev) During In the period event of time any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such Registration Statement remains effectiveoffering. The Participating Holders shall also enter into and perform their obligations under such an agreement.
(vi) Notify the Participating Holders, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto to Registrable Stock covered by such registration statement is required to be delivered under the Securities Act or Act, of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes an 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 in the light of the circumstances then existing;.
(fvii) The Company shall use its commercially reasonable efforts Furnish to cause all the Participating Holders, on the date that shares of Registrable Stock are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7, if such Registrable Shares registered hereunder securities are being sold by underwriters, or, on the date that the registration statement with respect to be listed on each such securities exchange on which securities becomes effective, (i) an opinion as to matters of the same class issued by law only, dated such date, of counsel representing the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date purposes of such registration; and, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Participating Holders and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, and to the Participating Holders.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Chaparral Resources Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior to If any stop order shall be issued by the filing of the Registration Statement or any related Prospectus or any amendment or supplement theretoSEC in connection therewith, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use its commercially reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors any Holder to permit the Investors such Holder to make a public distribution of such Holder’s Registrable Securities. The obligations of the Company hereunder with respect to any Holder’s Registrable Shares registered Securities are subject to such Holder’s furnishing to the Company such appropriate information concerning such Holder, such Holder’s Registrable Securities and the terms of such Holder’s offering of such Registrable Securities as the Company may reasonably request in connection with the Registration Statementwriting.
(cb) The Company shall prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Shares securities covered by such Registration Statement;
(c) Notify each seller of Registrable Securities covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fd) The Company shall use Use its commercially reasonable efforts to cause register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) Cause all such Registrable Shares registered hereunder Securities to be listed on each securities exchange on which similar securities of the same class issued by the Company are then listed;
(gf) The Company shall provide Provide a transfer agent and registrar for all Registrable Shares registered hereunder Securities and a CUSIP number for all such Registrable SharesSecurities, in each case not later than the effective date of such registration;
(g) Use its commercially reasonable efforts to furnish, at the request of any Holder, on the date that such Holder’s Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the Registration Statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders and (ii) if appropriate, a letter, dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders (to the extent the then-applicable standards of professional conduct permit said letter to be addressed to the Holders).
(h) The Company shall pay all costs, fees and expenses in connection with the Registration Statement filed pursuant to Section 2 hereof including, without limitation, the Company’s legal and accounting fees, all registration, qualification, listing and filing fees, printing expenses, escrow fees, and blue sky fees and expenses; andprovided, however, that each Holder shall be solely responsible for the fees of any counsel retained by such Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by such Holder pursuant thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Diametrics Medical Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior In connection with any registration filed pursuant hereto, the Company shall use its best efforts to the filing of cause the Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business daysbecome effective as promptly as possible. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make reasonable efforts to address the objections raised. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the a Registration Statement under Section 5.2Statement, the Company shall, upon the request of the InvestorsInvestor, forthwith supply such reasonable number of copies of the Registration StatementStatement (including, without limitation, the exhibits and schedules thereto), preliminary prospectus and prospectus meeting the requirements of the Securities ActAct (including, without limitation, any and all amendments or supplements thereto), and other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Investor to permit the Investors Investor to make a public distribution sell, distribute or otherwise dispose of the Investor's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Investor's beneficially owned Registrable Securities are subject to the Investor's furnishing to the Company such appropriate information concerning the Investor, the Investor's Registrable Securities and the terms of the Investor's offering of such Registrable Securities as the Company may reasonably request in connection writing.
(b) The Company shall provide the Investor, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the Investor or underwriter (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), the opportunity to review and comment (including reviewing and commenting on relevant documents and agreements) in the preparation of such Registration Statement, each prospectus included therein or filed with the Registration StatementCommission and each amendment or supplement thereto.
(c) The For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, the Company shall prepare make available for inspection at the Company's offices and file with copying by the SEC Inspectors such amendments financial and supplements other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such Registration Statement inquiries and the prospectus used to supply all information reasonably requested by any such Inspector in connection with such Registration Statement Statement, as may shall be necessary reasonably necessary, in the judgment of the respective counsel, to comply with conduct a reasonable investigation within the meaning of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;Act.
(d) The Company shall use its commercially reasonable efforts to register promptly notify in writing the Investor, the sales or placement agent, if any, therefor and qualify the Shares covered by managing underwriter of the securities being sold, (i) when such Registration Statement under or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such other securities Registration Statement or Blue Sky laws any post-effective amendment, when the same has become effective, (ii) when the Commission notifies the Company whether there will be a "review" of such jurisdictions as shall be reasonably requested Registration Statement, (iii) of any comments (oral or written) by the Investors; provided that Commission and by the Company shall not be required in connection therewith blue sky or as a condition securities commissioner or regulator of any state with respect thereto or (iv) of any request by the Commission for any amendments or supplements to qualify to do business such Registration Statement or to file a general consent to service of process in any such states the prospectus or jurisdictions;for additional information.
(e) During The Company shall promptly notify in writing the period Investor, the sales or placement agent, if any, therefor and the managing underwriter of time such the securities being sold pursuant to any Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which the which, any prospectus included in such Registration Statement, as then in effect, includes Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the Commission promptly following notice of the occurrence of such event to the Investor, the sales or placement agent and the managing underwriter so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall 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 in light of the circumstances under which they were made.
(f) The Company shall promptly notify in writing the Investor, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the Commission of (i) any stop order issued or threatened to be issued by the Commission or (ii) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its commercially reasonable efforts to cause all (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Shares registered hereunder to be listed on each securities exchange on which securities of Securities included in such Registration Statement for sale in any jurisdiction at the same class issued by the Company are then listed;earliest practicable date.
(g) The Company shall provide prepare and file with the Commission such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) (or any similar provision then in force) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE 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 thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If the Investor so requests, to request acceleration of effectiveness of the Registration Statement from the Commission and any post-effective amendments thereto, if any are filed. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration.
(h) The Company shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; PROVIDED, HOWEVER, that the Investor shall be solely responsible for the fees of any counsel retained by the Investor in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Investor pursuant thereto.
(i) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a transfer agent Registration Statement for offering and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than sale under the effective date securities or blue sky laws of such registrationstates as are reasonably requested by the Investors of such securities; andPROVIDED, that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.
(j) The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the securities to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investor may request a reasonable period of time prior to sales of the securities pursuant to such Registration Statement.
(k) The Company agrees generally to cooperate with Investors in effecting compliant resale of the Registrable Securities, including comfort and other customary broker agreements and documentations and certificates
Appears in 1 contract
Samples: Registration Rights Agreement (Environmental Solutions Worldwide Inc)
Covenants of the Company With Respect to Registration. The Company covenants and agrees as follows:
(a) Not less than five business days prior The Company shall use its best efforts to the filing of cause the Registration Statement or to become effective with the Commission as promptly as possible and in no event more than 120 days after the date of this Agreement. If any related Prospectus or any amendment or supplement theretostop order shall be issued by the Commission in connection therewith, furnish to the Investors copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person), which documents will be subject to the review of such Investors within such five business days. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Shares shall reasonably object in good faith based on the advice of counsel and the Company shall make use its best reasonable efforts to address obtain promptly the objections raisedremoval of such order. In the event the holders of a majority of the Registrable Shares object to any such filing pursuant to the previous sentence, then the Required Filing Date or Effectiveness Date, as the case may be, shall be extended by the number of days that elapse between the date the Company is notified of the objection until the day following the date the Company has been notified that such objection no longer exists.
(b) Following the effective date of the Registration Statement under Section 5.2Statement, the Company shall, upon the request of the Investorsany Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the Securities Act, and any other documents necessary or incidental to the public offering of the Registrable SharesSecurities, as shall be reasonably requested by the Investors Holder to permit the Investors Holder to make a public distribution of the Holder's Registrable Shares registered Securities. The obligations of the Company hereunder with respect to the Holder's Registrable Securities are subject to the Holder's furnishing to the Company such appropriate information concerning the Holder, the Holder's Registrable Securities and the terms of the Holder's offering of such Registrable Securities as the Company may reasonably request in writing.
(b) The Company shall pay all costs, fees and expenses in connection with the Registration StatementStatement filed pursuant to Section 2 hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto.
(c) The Company shall prepare and file with will take all necessary action which may be required to qualify or register the SEC such amendments and supplements to such Registrable Securities included in the Registration Statement for the offer and sale under the prospectus used in connection with such Registration Statement as may be necessary to comply with the Securities Act with respect to the disposition of all Shares covered by such Registration Statement during the period of time such Registration Statement remains effective;
(d) The Company shall use its commercially reasonable efforts to register and qualify the Shares covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions states as shall be are reasonably requested by the Investors; each Holder of such securities, provided that the Company shall not be required in connection therewith obligated to execute or as a condition thereto to qualify to do business or to file a any general consent to service of process in or to qualify as a foreign corporation to do business under the laws of any such states or jurisdictions;
(e) During the period of time such Registration Statement remains effective, the Company shall notify each Investor of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) The Company shall use its commercially reasonable efforts to cause all such Registrable Shares registered hereunder to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;
(g) The Company shall provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration; andjurisdiction.
Appears in 1 contract
Samples: Registration Rights Agreement (Mediabus Networks Inc)
