Effectiveness Period. MTS will maintain the registration statement pursuant to this Section 10.02 (the "Registration Statement") effective under the Securities Act until the earlier of (i) the date that all of the Consideration Shares have been sold pursuant to the Registration Statement, (ii) the date the Seller receives an opinion from counsel to MTS that the Consideration Shares may be sold under the provisions of Rule 144 under the Securities Act without limitation as to volume, (iii) the date that all Consideration Shares have been otherwise transferred to persons who may trade such Consideration Shares without restriction under the Securities Act, and MTS has delivered a new certificate or other evidence of ownership for such Consideration Shares not bearing a restrictive legend; or (iv) 12 (twelve) months following the Lock-up Period. Notwithstanding the foregoing, if MTS furnishes to Seller a certificate signed by the President of MTS stating (x) that there shall have occurred any event, or there shall exist any circumstances, which would require the disclosure of material non-public information that MTS has a reasonable justification for keeping confidential, or (y) that there shall have occurred any event which makes any statement made in the Registration Statement, the prospectus forming a part thereof, or any document incorporated therein by reference untrue or which requires the making of any changes in such Registration Statement, prospectus or incorporated document so that they 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 not misleading, the Seller shall forthwith discontinue disposition of the Consideration Shares covered by such Registration Statement until the Seller shall be in receipt of written notice from MTS to the effect that use of the Registration Statement or prospectus may be resumed and shall have been furnished copies of any amended or supplemented registration statement or prospectus or incorporated documents, as the case may be.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mer Telemanagement Solutions LTD)
Effectiveness Period. MTS will maintain After the registration statement pursuant Registration Statement has become effective, and subject to this Section 10.02 (any Blackout Periods, the "Company shall use its reasonable best efforts to keep such Registration Statement") Statement effective under the Securities Act until the earlier of (i) the date that all of the Consideration Shares have been sold pursuant to the Registration Statement, (ii) the date the Seller receives an opinion from counsel to MTS that the Consideration Shares may be sold under the provisions of Rule 144 under the Registrable Securities Act without limitation as to volume, (iii) the date that all Consideration Shares have been otherwise transferred to persons who may trade such Consideration Shares without restriction under the Securities Act, and MTS has delivered a new certificate or other evidence of ownership for such Consideration Shares not bearing a restrictive legend; or (iv) 12 (twelve) months following the Lock-up Period. Notwithstanding the foregoing, if MTS furnishes to Seller a certificate signed by the President of MTS stating (x) that there shall have occurred any event, or there shall exist any circumstances, which would require the disclosure of material non-public information that MTS has a reasonable justification for keeping confidential, or (y) that there shall have occurred any event which makes any statement made in the Registration Statement, the prospectus forming a part thereof, or any document incorporated therein by reference untrue or which requires the making of any changes in such Registration Statement, prospectus or incorporated document so that they 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 not misleading, the Seller shall forthwith discontinue disposition of the Consideration Shares covered by such Registration Statement until may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the Seller shall requirement for the Company to be in receipt of written notice from MTS compliance with the current public information requirements under Rule 144 (including under Rule 144I(1) and Rule 144(i)(2)), as determined by counsel to the effect that use Company (which may be in-house counsel) pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, or (ii) such time as all Registrable Securities covered by the Registration Statement have been publicly sold either pursuant to the Registration Statement in accordance with the plan of distribution set forth therein or pursuant to Rule 144 (the “Effectiveness Period”). The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and in compliance with the provisions of the Securities Act for the Effectiveness Period. Notwithstanding anything to the contrary set forth herein, the Effectiveness Period shall include any period during which any Registrable Securities cease to be saleable under Rule 144 by virtue of the Company’s failure to be in compliance with the current public information required under Rule 144 (including under Rule 144I(1) and Rule 144(i)(2)) or subject to any volume limitations on sale thereunder, and in the event the Company is not able to maintain the effectiveness of the Registration Statement following the occurrence of such failure or prospectus may be resumed imposition of any volume limitation, the Company will use its reasonable best efforts to file with the Commission, as promptly as possible following such occurrence and in any event no later than sixty (60) days thereafter, a new Registration Statement covering all of the Registrable Securities, and shall have been furnished copies otherwise comply with all of any amended or supplemented registration statement or prospectus or incorporated documents, as the case may beprovisions of this Agreement with respect to such new Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (HUGHES Telematics, Inc.)
Effectiveness Period. MTS will maintain After the registration statement pursuant Registration Statement has become effective, and subject to this Section 10.02 (any Blackout Periods, the "Company shall use its reasonable best efforts to keep such Registration Statement") Statement effective under the Securities Act until the earlier of (i) the date that all of the Consideration Shares have been sold pursuant to the Registration Statement, (ii) the date the Seller receives an opinion from counsel to MTS that the Consideration Shares may be sold under the provisions of Rule 144 under the Registrable Securities Act without limitation as to volume, (iii) the date that all Consideration Shares have been otherwise transferred to persons who may trade such Consideration Shares without restriction under the Securities Act, and MTS has delivered a new certificate or other evidence of ownership for such Consideration Shares not bearing a restrictive legend; or (iv) 12 (twelve) months following the Lock-up Period. Notwithstanding the foregoing, if MTS furnishes to Seller a certificate signed by the President of MTS stating (x) that there shall have occurred any event, or there shall exist any circumstances, which would require the disclosure of material non-public information that MTS has a reasonable justification for keeping confidential, or (y) that there shall have occurred any event which makes any statement made in the Registration Statement, the prospectus forming a part thereof, or any document incorporated therein by reference untrue or which requires the making of any changes in such Registration Statement, prospectus or incorporated document so that they 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 not misleading, the Seller shall forthwith discontinue disposition of the Consideration Shares covered by such Registration Statement until may be sold without volume or manner of sale restrictions under Rule 144, without the Seller shall requirement for the Company to be in receipt of written notice from MTS compliance with the current public information requirements under Rule 144 (including under Rule 144(c)(1) and Rule 144(i)(2)), as determined by counsel to the effect that use Company (which may be in-house counsel) pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, or (ii) such time as all Registrable Securities covered by the Registration Statement have been publicly sold either pursuant to the Registration Statement in accordance with the plan of distribution set forth therein or pursuant to Rule 144 (the “Effectiveness Period”). The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and in compliance with the provisions of the Securities Act for the Effectiveness Period. Notwithstanding anything to the contrary set forth herein, the Effectiveness Period shall include any period during which any Registrable Securities cease to be saleable under Rule 144 by virtue of the Company’s failure to be in compliance with the current public information required under Rule 144 (including under Rule 144(c)(1) and Rule 144(i)(2)) or subject to any volume limitations on sale thereunder, and in the event the Company is not able to maintain the effectiveness of the Registration Statement following the occurrence of such failure or prospectus may be resumed imposition of any volume limitation, the Company will use its reasonable best efforts to file with the Commission, as promptly as possible following such occurrence and in any event no later than sixty (60) days thereafter, a new Registration Statement covering all of the Registrable Securities, and shall have been furnished copies otherwise comply with all of any amended or supplemented registration statement or prospectus or incorporated documents, as the case may beprovisions of this Agreement with respect to such new Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (HUGHES Telematics, Inc.)
Effectiveness Period. MTS The Company will maintain the registration statement pursuant to this Section 10.02 (the "Registration Statement") Statement effective under the Securities Act until the earlier of (i) the date that all of the Consideration Shares have been sold pursuant to the such Registration Statement, (ii) the date the Seller receives Participating Investors receive an opinion from counsel to MTS the Company, which counsel shall be reasonably acceptable to the Investors, that the Consideration Shares may be sold under the provisions of Rule 144 under the Securities Act without limitation as to volume, or (iii) the date that all Consideration Shares have been otherwise transferred to persons who may trade such Consideration Shares without restriction under the Securities Act, and MTS the Company has delivered a new certificate or other evidence of ownership for such Consideration Shares not bearing a restrictive legend; , or (iv) 12 twenty-four (twelve24) months following from the Lock-up PeriodEffective Date. Notwithstanding the foregoing, if MTS the Company furnishes to Seller the Investors a certificate signed by the President of MTS the Company stating (x) that there shall have occurred any event, or there shall exist any circumstances, which would require the disclosure of material non-public information that MTS the Company has a reasonable justification for keeping confidential, or (y) that there shall have occurred any event which makes any statement made in the Registration Statement, the prospectus Prospectus forming a part thereof, or any document incorporated therein by reference untrue or which requires the making of any changes in such Registration Statement, prospectus Prospectus or incorporated document so that they 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 not misleading, the Seller Participating Investors shall forthwith discontinue disposition of the Consideration Shares covered by such Registration Statement until the Seller such Investors shall be in receipt of written notice from MTS the Company to the effect that use of the Registration Statement or prospectus Prospectus may be resumed and shall have been furnished copies of any amended or supplemented registration statement Registration Statement or prospectus Prospectus or incorporated documents, as the case may be. In the event that the Company shall furnish a certificate as contemplated by the previous sentence suspending the use of the Registration Statement or Prospectus, the time period referred to in clause (iv) of the first sentence of this subsection (c) shall be extended by the number of days during the period from and including the date of giving such notice to and including the date when the Participating Investors shall have received the copies of the amended or supplemented Registration Statement or Prospectus or incorporated documents, as the case may be.
Appears in 1 contract
Effectiveness Period. MTS The Company will maintain the registration statement pursuant to this Section 10.02 (the "Registration Statement") Statement effective under the Securities Act until the earlier of (i) the date that all of the Consideration Shares have been sold pursuant to the such Registration Statement, (ii) the date the Seller receives Investors receive an opinion from counsel to MTS the Company, which counsel shall be reasonably acceptable to the Investors, that the Consideration Shares may be sold under the provisions of Rule 144 under the Securities Act without limitation as to volume, or (iii) the date that all Consideration Shares have been otherwise transferred to persons who may trade such Consideration Shares without restriction under the Securities Act, and MTS the Company has delivered a new certificate or other evidence of ownership for such Consideration Shares not bearing a restrictive legend; , or (iv) 12 twenty-four (twelve24) months following from the Lock-up PeriodEffective Date. Notwithstanding the foregoing, if MTS the Company furnishes to Seller the Investors a certificate signed by the President of MTS the Company stating (x) that there shall have occurred any event, or there shall exist any circumstances, which would require the disclosure of material non-public information that MTS the Company has a reasonable justification for keeping confidential, or (y) that there shall have occurred any event which makes any statement made in the Registration Statement, the prospectus Prospectus forming a part thereof, or any document incorporated therein by reference untrue or which requires the making of any changes in such Registration Statement, prospectus Prospectus or incorporated document so that they 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 not misleading, the Seller Investors shall forthwith discontinue disposition of the Consideration Shares covered by such Registration Statement until the Seller such Investors shall be in receipt of written notice from MTS the Company to the effect that use of the Registration Statement or prospectus Prospectus may be resumed and shall have been furnished copies of any amended or supplemented registration statement Registration Statement or prospectus Prospectus or incorporated documents, as the case may be. In the event that the Company shall furnish a certificate as contemplated by the previous sentence suspending the use of the Registration Statement or Prospectus, the time period referred to in clause (iv) of the first sentence of this subsection (b) shall be extended by the number of days during the period from and including the date of giving such notice to and including the date when the Investors shall have received the copies of the amended or supplemented Registration Statement or Prospectus or incorporated documents, as the case may be. The Company shall also give prompt notice to the Investors if disposition of the Shares covered by the Registration Statement is ordered to be discontinued for any reason by the Commission, Nasdaq or any other governmental authority, and in such event the time period referred to in clause (iv) of the first sentence of this subsection (b) shall be extended by the number of days during the period from and including the date such notice is given until the date that notice is given to the Investors to the effect that disposition of the Shares under the Registration Statement may resume.
Appears in 1 contract