Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business days after the date hereof, file with the Commission a registration statement, covering the resale of the Shares from time to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC. (b) The Company shall (i) use its best efforts to cause such registration statement to become effective no later than the Maturity Date and to remain in effect until the earlier of the Expiration Date or the date on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Idec Pharmaceuticals Corp / De)
Filing of Registration Statement. Subject to Section 2.01(f), WRC will, upon the written request of the DLJMB Entities or the Initial Stockholder (athe Person so requesting, the “Initiating Holder”) The Company shallgiven at any time following 12 months after the Initial Public Offering Date (provided, as soon as practicable but in no event later than 15 business that if any other holder of Common Stock is granted a demand registration right with respect to such Common Stock applicable commencing on an earlier date, the DLJMB Entities’ and the Initial Stockholder’s demand registration rights shall be applicable commencing on such earlier date), requesting that WRC effect the registration under the Securities Act of all or part of such Initiating Holder’s Registrable Securities and specifying the Registrable Securities to be sold and the intended method of disposition thereof, promptly give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its reasonable best efforts to effect the registration (the “Required Registration”) under the Securities Act of:
(i) the Registrable Securities that WRC has been so requested to register by the Initiating Holder; and
(ii) subject to Section 2.01(d), all other Registrable Securities that WRC has been requested to register by the holders thereof by written request given to WRC by the holders which have the right to request such registration within 30 days after the date hereof, file giving of such written notice by WRC (which request shall specify the Registrable Securities to be sold and the intended method of disposition of such Registrable Securities); all to the extent required to permit the disposition (in accordance with the Commission a registration statement, covering the resale of the Shares from time to time by SBC and such affiliated entities intended method thereof as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall (i) use its best efforts to cause such registration statement to become effective no later than the Maturity Date and to remain in effect until the earlier of the Expiration Date or the date on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(daforesaid) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) Registrable Securities of the time when any amendment Initiating Holder so to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Sharesbe registered.
Appears in 1 contract
Filing of Registration Statement. xXXxX*s shall use reasonable best efforts to file with the SEC within five business days of the Closing Date (a) The Company shall, as soon as practicable but in no event later circumstances earlier than 15 business days after the date hereofJanuary 2, file with the Commission 1998), a registration statement, covering statement on Form S-3 under the Securities Act (the "Registration Statement") for the purpose of registering for resale all the shares of the Shares from time to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall Buyer Common Stock (i) delivered hereunder to the Sellers (including shares released from escrow in accordance with the Escrow Agreement) and (ii) delivered in accordance with the Target SAR Plan (the "Registrable Shares"). Buyer shall use its reasonable best efforts to cause have such registration statement to Registration Statement become effective no later than and cause the Maturity Date Registrable Shares to be registered under the Securities Act and registered, qualified or exempted under the state securities laws of such jurisdictions as any Seller reasonably requests, and to remain in effect until do any and all other acts and things which may be reasonably necessary or desirable to enable the earlier Sellers and the holders of SAR Conversion Shares to consummate the disposition of the Expiration Date shares of Buyer Common Stock issued hereunder in such jurisdictions (provided, however, that Buyer shall not be required to qualify to do business or to file a general consent to service of process in any such jurisdiction). Notwithstanding the date on which foregoing, Buyer may delay filing the Company receives written notice from SBC that all of the Shares have been resoldRegistration Statement, (ii) inform SBC promptly upon notice from the Commission that and may withhold efforts to cause the Registration Statement has been declared to become effective, (iii) advise SBC promptly if Buyer determines in good faith that such registration would materially interfere with or adversely affect the negotiation or completion of any proposed amendment financing, acquisition or supplement other transaction that is then being pursued by Buyer, or would require premature disclosure thereby, at the time the right to delay is exercised; provided, however, that the Prospectus after the effective date thereof and furnish SBC with a draft prior Buyer may not exercise its rights to delay the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best withhold efforts to obtain the withdrawal of such order. The Company shall not include in cause the Registration Statement to become effective more than one time in any securities other 365-day period, and no such delay or withholding may last longer than the Shares90 days.
Appears in 1 contract
Filing of Registration Statement. Subject to the terms and conditions of this Agreement, the Company shall prepare a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (athe “Initial Registration Statement”), with respect to the Registrable Securities and shall file the Initial Registration Statement with the Securities and Exchange Commission (the “SEC”) The Company shall, as soon promptly as practicable but in no event later than 15 business days possible after the date hereof, file with but in any event within thirty (30) days following the Commission a registration statementClosing Date (as defined in the Purchase Agreement) (the “Filing Deadline”). The Initial Registration Statement, covering the resale of the Shares from time to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such any other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall (i) use its best efforts to cause such registration statement filed pursuant to become effective no later than this Agreement, shall include a plan of distribution substantially in the Maturity Date and to remain form set forth in effect until Exhibit A (the earlier “Plan of Distribution”), except if otherwise directed by the Expiration Date Investors or required by the date on which SEC. Notwithstanding the registration obligations set forth in this Section 1.1, if the SEC informs the Company receives written notice from SBC that all of the Shares have been resoldRegistrable Securities cannot, as a result of the application of Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) inform SBC promptly upon notice from withdraw the Commission that the Initial Registration Statement has been declared effectiveand file a new registration statement (a “New Registration Statement”), (iii) advise SBC promptly in either case covering the maximum number of any proposed Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereofNew Registration Statement, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required shall be obligated to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its reasonable best efforts to obtain advocate with the withdrawal SEC for the registration of such order. The Company shall not include all of the Registrable Securities in accordance with the Registration Statement any securities other than SEC Guidance, including without limitation, the Shares.Manual of Publicly Available Telephone Interpretations D.
Appears in 1 contract
Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business shall use its best efforts to file or cause to be filed with the Commission on or prior to the date 30 days after the date hereofClosing Date, file with a shelf registration statement pursuant to Rule 415 (as may then be amended) under the Commission a registration statementAct (the "Shelf Registration Statement") on Form S-1 or Form S-3, covering if the resale use of such form is then available and as determined by the Shares from time Company, to time cover resales of Transfer Restricted Securities by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) the Holders thereof. The Company shall (i) use its best efforts to cause such registration statement Shelf Registration Statement to become be declared effective no later than by the Maturity Date and Commission on or prior to remain in effect until the earlier of the Expiration Date or the date on which 90 days after the Closing Date. The Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the shall use its best efforts to keep such Shelf Registration Statement has been declared continuously effective, (iii) advise SBC promptly of any proposed amendment or supplement supplemented and amended to the Prospectus after extent necessary to ensure that it is available for resales of Transfer Restricted Securities for a period ending two years from the effective date thereof or such shorter period that will terminate when each of the Transfer Restricted Securities covered by the Shelf Registration Statement shall cease to be a Transfer Restricted Security (as further described in Section 5 below); provided that the Company shall not be obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Company has received a written opinion, which has been furnished to and furnish SBC with a draft prior is reasonably acceptable to the filing thereofInitial Purchasers, (iv) for so long as delivery of a prospectus is required in connection with from the offering Company's counsel, Morrxxxx & Xoerxxxx XXX, or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed other counsel designated by the Company pursuant and reasonably acceptable to Section 13(athe Initial Purchasers ("Company Counsel"), 13(c), 14 or 15(d) to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Exchange Act, (v) during such same period, advise SBC, promptly after the Shelf Registration Statement. The Company receives notice thereof, (A) of the time when any amendment further agrees to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain prevent the withdrawal happening of such order. The Company shall not include in any event that would cause the Shelf Registration Statement to contain any securities other than untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Shares.statements therein not misleading or to be not effective and usable for
Appears in 1 contract
Samples: Registration Rights Agreement (Atrix Laboratories Inc)
Filing of Registration Statement. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2.1 or use its reasonable best efforts to effect any such registration under Section 2.2., as expeditiously as possible the Company will:
(a) The Company shall, as soon as practicable but prepare and (in no any event later than 15 business within 60 days after the date hereof, end of the period within which requests for registration may be delivered to the Company) file with the Commission SEC a registration statement, covering statement on the resale of the Shares from time appropriate form with respect to time by SBC such Registrable Securities and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall (i) use its best reasonable efforts to cause such registration statement to become effective;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective no later than the Maturity Date and to remain in effect until comply with the earlier provisions of the Expiration Date Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until all such shares of Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such seller may reasonably request;
(d) use reasonable efforts to register or qualify all Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and to any and all other acts and things which may be necessary or advisable to enable such seller to consummate the disposition in such jurisdiction of its shares of Registrable Securities covered by such registration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction;
(e) furnish to each Holder selling Registrable Securities a signed counterpart, addressed to such Holder, of (i) an opinion of counsel for the Company in the form accompanying the registration statement and in the form delivered to underwriters, if any, dated the effective date of such registration statement (or if such registration includes an Underwritten Offering, dated the date on which the Company receives written notice from SBC that all of the Shares have been resoldclosing under the underwriting agreement), and (ii) inform SBC promptly upon notice from a "cold comfort" letter signed by the Commission that independent public accountants who have certified the Registration Statement has been declared effectiveCompany'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 Offerings of securities and, in the case of the accountants' letter, such other financial matters as such sellers may reasonably request;
(iiif) advise SBC promptly immediately notify each Holder selling Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any proposed amendment event of which it becomes aware 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 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, and at the request of any such Holder prepare and furnish to such 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 Prospectus purchasers of Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and
(g) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its Registrable Securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date thereof and furnish SBC with a draft prior to of such registration statement, which earnings statement shall satisfy the filing thereof, (iv) for so long as delivery provisions of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d11(a) of the Exchange Securities Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.
Appears in 1 contract
Samples: Registration Agreement (Impleo LLC)
Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business days after the date hereof, has filed or shall expeditiously file with the Commission a registration statement, covering the resale of the Shares from time to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The If such registration statement has not yet become effective, the Company shall (i) use its best efforts to cause such registration statement to become effective no later than the Maturity Date and Date. The Company shall (i) use its best efforts to cause such registration statement to remain in effect until the earlier of the Expiration Termination Date or the date on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Interneuron Pharmaceuticals Inc)
Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business shall use its best efforts to file or cause to be filed with the Commission on or prior to 60 days after the date Closing Date, a shelf registration statement pursuant to Rule 415 (as may then be amended) under the Act (the "Shelf Registration Statement") on Form S-1 or Form S-3, if the use of such form is then available and as determined by the Company, to cover resales of Transfer Restricted Securities by the Holders thereof who shall have timely provided the information required pursuant to Section 3(g) hereof, file with . The Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to 120 days after the Closing Date. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities for a registration statementperiod ending two years from the effective date thereof or such shorter period that will terminate when each of the Transfer Restricted Securities covered by the Shelf Registration Statement shall cease to be a Transfer Restricted Security (as further described in Section 5 below); provided that the Company shall not be obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Company has received a written opinion, covering which has been furnished to and is reasonably acceptable to the Initial Purchasers, from the Company's counsel, Piper & Marbury L.L.P., or other counsel designated by the Company and reasonably acceptable to the Initial Purchasers ("Company Counsel"), to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Shelf Registration Statement. The Company further agrees to use its reasonable best efforts to prevent the happening of any event that would cause the Shelf Registration Statement to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to be not effective and usable for resale of the Shares from time Transfer Restricted Securities during the period that such Shelf Registration Statement is required to time by SBC be effective and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall usable. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) to be not effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company upon knowledge of such an event, shall as promptly as practicable file an amendment to the Shelf Registration Statement, in the case of clause (i), correcting any such misstatement or omission, and in the case of either clause (i) or (ii), use its best efforts to cause such registration statement amendment to be declared effective and such Shelf Registration Statement to become effective no later than usable as soon as practicable thereafter. Notwithstanding anything to the Maturity Date contrary in this Section 3, subject to compliance with Sections 4 and to remain in effect until the earlier of the Expiration Date or the date on which 5(b), if applicable, the Company receives written notice from SBC that all may prohibit offers and sales of Transfer Restricted Securities pursuant to the Shares have been resoldShelf Registration Statement at any time if (A) (i) it is in possession of material non-public information, (ii) inform SBC promptly upon notice from the Commission Board of Directors of the Company determines based on advice of counsel (which counsel shall be experienced in securities laws matters) that the Registration Statement has been declared effective, such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) advise SBC promptly the Board of any proposed amendment Directors of the Company determines in good faith that disclosure of such material non-public information would not be in the best interests of the Company and its stockholders or supplement (B) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (i) that is material to the Prospectus after Company and its subsidiaries taken as a whole and (ii) the effective date thereof Board of Directors of the Company determines in good faith that offers and furnish SBC with a draft sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement prior to the filing thereof, consummation of such transaction (ivor such earlier date as the Board of Directors shall determine) for so long as delivery of a prospectus is required not in connection with the offering or sale of any best interests of the Shares, Company and its stockholders or (AC) unless (i) the Company is legally required to so amend or supplement the Prospectus, make no further amendment or has received any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance request by the Commission of or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (ii) the Commission or any other federal or state governmental authority has issued any stop order or of any order preventing or suspending the use effectiveness of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering a Registration Statement or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding proceedings for that purpose, (iii) the Company has received any notification with respect to the suspension of the qualification or exemption from qualification of any of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, or (Eiv) upon the existence of any request fact or happening of any event which makes any statement of a material fact in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the Commission for the amending or supplementing making of any changes in the Registration Statement or Prospectus in order that, in the Prospectus case of the Registration Statement, it will not contain any untrue statement of a material fact or for additional informationomit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (vi) that in the event case of the issuance Prospectus, it will not contain any untrue statement of a material fact or omit to state any such stop order material fact required to be stated therein or of any such order preventing or suspending the use of any prospectus relating necessary to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.make the
Appears in 1 contract
Filing of Registration Statement. (ai) The On or before the Filing Deadline, the Company shall, as soon as practicable but in no event later than 15 business days after the date hereof, shall prepare and file with the Commission a registration statement, Registration Statement covering the resale of a number of shares of Registrable Securities equal to one hundred percent (100%) of the Shares number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (such number to be determined using the Conversion Price (as defined in the Notes) and Exercise Price (as defined in the Warrants) in effect on the date on which the Registration Statement is filed and without regard to any restriction on such conversion or exercise). No securities shall be included in the Registration Statement other than securities owned by Purchasers, and the Company shall obtain waivers of registration rights from time any individuals or entities who now or hereafter have registration rights, and will not file any other registration statements until the Registration Statement is effective. If the Company determines that it needs to time by SBC and such affiliated entities as SBC may designate on securities exchanges register fewer shares than all of the Registrable Securities to comply with Rule 415 under the Securities Act, then after notice to Purchasers with an explanation reasonably satisfactory to the Lead Purchaser, that it is unable to or over-the-counter or in such other lawful manner as SBC may specify, it is unadvisable for the Company to attempt to register all the Registrable Securities in a form previously reviewed single Registration Statement it may register a lesser number of Registrable Securities. Such Registration Statement shall include the Plan of Distribution attached hereto as Exhibit A. Such Registration Statement shall also state, to the extent permitted by SBCRule 416 under the Securities Act (“Rule 416”), that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Notes and exercise of the Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events. Notwithstanding anything to the contrary contained herein, the Registration Statement shall not cover any securities other than the Registrable Securities and, notwithstanding anything to the contrary herein, the shares of the Company’s common stock listed on Schedule 2(a) to this Agreement, provided however in the event that the Company determines that it needs to register fewer shares than all of the shares included on the Registration Statement in order to comply with Rule 415 under the Securities Act, it shall first reduce those shares listed on Schedule 2(a) and then if it still determines that it has to reduce the number of shares included on the Registration Statement it shall the reduce the number of Registrable Securities included on the Registration Statement. as provided in this Section.
(bii) The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-B2, in which case such registration shall be on another appropriate form in accordance herewith). In the event that Form S-B2 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. The Company shall use its best efforts to cause such registration statement become and/or remain eligible to become effective no later than register for resale the Maturity Date and to remain in effect until the earlier of the Expiration Date or the date Registrable Securities on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the SharesForm S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Cord Blood America, Inc.)
Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business On or prior to the date 60 days after the date hereofClosing Date, prepare and file with the Commission a Shelf Registration Statement relating to the registration statementon Form S-1 or Form S-3, covering if the resale use of such form is then available and as determined by the Company, for the sale of the Shares from time Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof and shall include all financial statements required to time be included or incorporated by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) reference therein. The Company shall take such action as may be reasonably necessary so that (i) the Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement or amendment thereto complies in all material respects with the Act and the rules and regulations thereunder, (ii) the Shelf Registration and any amendment thereto (in either case, other than with respect to written information furnished to the Company by or on behalf of any Holder specifically for inclusion therein) does not contain an untrue statement of a material fact or 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. The Company agrees to cooperate and assist in any filings required to be made with the NASD and use its reasonable best efforts to cause such registration statement Shelf Registration Statement to become effective no later than and approved by such governmental agencies or authorities as may be necessary to enable the Maturity Date Selling Holders to consummate the disposition of such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or any Prospectus, or any amendments or supplements thereto, the Company will furnish to the Initial Purchasers, each Selling Holder who may have requested the same in writing and the Underwriter(s), if any, copies of all such documents proposed to remain be filed (except that the Company shall not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Selling Holder or Underwriter in effect until writing), and the earlier of Company will not file any Shelf Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which (i) the Expiration Date Initial Purchasers or the date on which the Company receives written notice from SBC that all of the Shares have been resoldUnderwriter(s), if any, shall reasonably object or (ii) inform SBC promptly upon notice from if there are no Underwriters, the Commission that Initial Purchasers or the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery Holders of a prospectus is required in connection with the offering or sale of any majority of the Sharesoutstanding Transfer Restricted Securities shall reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the aggregate principal amount of Notes converted into such Common Stock for purposes of such calculation), (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects in each such case within two five business days after the receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed contains any untrue statement of a draft of the proposed amendment material fact or supplement and (B) file promptly all reports and any definitive proxy or information statements omits to state a material fact required to be filed by stated therein or necessary to make the statements therein not misleading which misstatement or omission is specifically identified to the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during in writing within such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Sharesfive business days.
Appears in 1 contract
Filing of Registration Statement. (a) The Company shall, as As soon as practicable but in no event later than 15 business 30 days after the date hereofClosing (the "Filing Deadline"), the Company shall prepare and file with the Commission a registration statement, Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares from time issued under the Securities Purchase Agreement plus (ii) the aggregate number of shares of Common Stock issuable on the Closing Date pursuant to time the exercise of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date). Such Registration Statement shall state, to the extent permitted by SBC and Rule 416 under the Securities Act, that it also covers such affiliated entities indeterminate number of additional shares of Common Stock as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner become issuable upon the exercise of the Warrant as SBC may specifya result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, in a form previously reviewed by SBC.
(b) The the Company shall (ix) use its best efforts to cause such registration statement to become effective no later than register the Maturity Date and to remain in effect until the earlier resale of the Expiration Date or Registrable Securities on another appropriate form reasonably acceptable to the date Required Holders and (y) undertake to register the Registrable Securities on which Form S-3 as soon as such form is available, provided that the Company receives written notice from SBC that all of shall maintain the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing effectiveness of the Registration Statement or the Prospectus or for additional information, and (vi) then in the event of the issuance of any effect until such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the time as a Registration Statement any securities other than on Form S-3 covering the SharesRegistrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereunder.
Appears in 1 contract
Filing of Registration Statement. Subject to Section 1.1(f), the Parent will, upon the written request of either the MassMutual Investors, BBI, or the Trivest Investors given at any time after one hundred eighty (a180) The Company shalldays following the Initial Public Offering Date requesting that the Parent effect the registration under the Securities Act of all or part of the Warrant Holders Registrable Securities or the Trivest Registrable Securities and specifying the Warrant Holders Registrable Securities or the Trivest Registrable Securities to be sold and the intended method of disposition thereof, promptly give written notice of such requested registration to all other holders of Warrant Holders Registrable Securities or Trivest Registrable Securities, and thereupon will effect the registration (the “Required Registration”) under the Securities Act of:
(i) the Warrant Holders Registrable Securities or the Trivest Registrable Securities that the Parent has been so requested to register by the MassMutual Investors, BBI, or the Trivest Investors, as soon as practicable but in no event later than 15 business the case may be; and
(ii) all other Warrant Holders Registrable Securities or Trivest Registrable Securities that the Parent has been requested to register by the holders thereof by written request given to the Parent within thirty (30) days after the date hereof, file giving of such written notice by the Parent (which request shall specify the Warrant Holders Registrable Securities or Trivest Registrable Securities to be sold and the intended method of disposition of such Warrant Holders Registrable Securities or Trivest Registrable Securities); all to the extent required to permit the disposition (in accordance with the Commission a registration statement, covering the resale of the Shares from time to time by SBC and such affiliated entities intended method thereof as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall (i) use its best efforts to cause such registration statement to become effective no later than the Maturity Date and to remain in effect until the earlier of the Expiration Date or the date on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(daforesaid) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment Warrant Holders Registrable Securities or Trivest Registrable Securities so to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Sharesbe registered.
Appears in 1 contract
Samples: Registration Rights Agreement (Directed Electronics, Inc.)
Filing of Registration Statement. The Company shall (a) The Company shall, as soon promptly as reasonably practicable (but in any event no event later than 15 business days one Business Day after the date hereof), file with the Commission a registration statementRegistration Statement on Form S-3 relating to the Rights, covering Units, Notes, Unit Warrants, and Class A Common Stock underlying the resale Unit Warrants, including all exhibits and financial statements required by the SEC to be filed therewith (including but not limited to the indenture in respect of the Shares from time to time by SBC Notes in the form attached hereto as Exhibit E (the “Note Indenture”) and such affiliated entities the warrant agreement in respect of the Unit Warrants in the form attached hereto as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specifyExhibit F (the “Unit Warrant Agreement”)), in a form previously reviewed by SBC.
(b) The Company respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and shall provide copies of such comments to TWX promptly upon receipt, (ic) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use its best commercially reasonable efforts to cause such registration statement to become effective no later than the Maturity Date and to remain in effect until the earlier of the Expiration Date or the date on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effectiveeffective by the SEC and thereafter commence the Rights Offering as promptly as reasonably practicable, and in any event within eight Business Days following the date of such effectiveness, (iiie) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof extent required by applicable Law, as promptly as reasonably practicable prepare and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or file any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or and distribute to the Company shareholders as of the Record Date any supplement or amendment to the Prospectus or if any amended Prospectus has been event shall occur which requires such action at any time prior to the closing of the Rights Offering, (f) as promptly as reasonably practicable (but in any event no later than March 10, 2014) prepare and file with the SEC the information required by Part III of Form 10-K to the extent such information is not included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the CommissionSEC on February 28, 2014, and (Bg) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the issuance Rights Offering. Prior to the filing by the Commission Company with the SEC of (i) any stop order amendment or of any order preventing or suspending the use of any prospectus relating supplement to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information(ii) any free writing prospectus or other documents that are incorporated by reference into the Registration Statement or the Prospectus or that reference TWX or any of its Affiliates, and until such time as the Rights Offering is closed, abandoned or terminated, the Company shall provide TWX a reasonable opportunity to review and approve any document to be so filed, provided that TWX will respond as promptly as reasonably practicable and, in any event, reasonably in advance of any applicable deadline for such filing in order to allow the Company to meet such deadline for such filing; provided, further, however, that any such documents that (viA) do not relate to any of the transactions contemplated hereby and (B) do not reference TWX or any of its Affiliates unless references to TWX or any of its Affiliates are consistent with the Company’s prior disclosures contained in its Company Reports and do not relate to any of the event transactions contemplated hereby, shall not be subject to the approval of TWX. The Company shall advise TWX, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any amendment or supplement has been filed, of the issuance of any such stop order order, or any request by the SEC for amendment of any such order preventing the Registration Statement or suspending comments thereon and responses thereto or requests by the use SEC for additional information. Without the prior written consent of any prospectus relating to TW BV, the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include (w) on or prior to the Initial Term Loan Maturity Date, terminate the Rights Offering, (x) extend the period during which the Rights Offering may be accepted, (y) waive any condition to the closing of the Rights Offering, or (z) close the Rights Offering on terms other than those set forth in the Registration Statement any securities other than Statement, as the Sharessame may be amended in accordance with the terms hereof. It shall be a condition to closing the Rights Offering that the Requisite Vote shall have been obtained and the transactions contemplated by the Backstop Agreement shall have been consummated contemporaneously on the fifth Business Day following the expiration of the Subscription Period (as defined in the Backstop Agreement).
Appears in 1 contract
Filing of Registration Statement. (a) The Company shallshall use its best efforts to file or cause to be filed with the Commission concurrently with or promptly after completion of an initial public offering of the Company's Common Stock, a shelf registration statement pursuant to Rule 415 (as soon may then be amended) under the Act (the "Shelf Registration Statement") on Form S-1 or Form S-3, if the use of such form is then available and as practicable but in no event later than 15 business determined by the Company, to cover resale of Transfer Restricted Securities by the Holders thereof who shall have timely provided the information required pursuant to Section 3(e) hereof. The Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to 120 days after the date hereofclosing of such initial public offering. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, file supplemented and amended to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities until the second anniversary of the initial public offering (or such later time as the Transfer Restricted Shares would become freely tradeable, assuming net exercise, under Rule 144(k) of the Act, or any successor provision thereto (as further described in Section 4 below)); provided that the Company shall not be obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Commission Company has received a registration statementwritten opinion, covering which has been furnished to and is reasonably acceptable to the Placement Agent, from the Company's counsel, Piper & Marbury L.L.P., or other counsel designated by the Company and reasonably acceptable to the Placement Agent ("Company Counsel"), to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Shelf Registration Statement. The Company further agrees to use its reasonable best efforts to prevent the happening of any event that would cause the Shelf Registration Statement to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to be not effective and usable for resale of the Shares from time Transfer Restricted Securities during the period that such Shelf Registration Statement is required to time by SBC be effective and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall usable. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) to be not effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company upon knowledge of such an event, shall as promptly as practicable file an amendment to the Shelf Registration Statement, in the case of clause (i), correcting any such misstatement or omission, and in the case of either clause (i) or (ii), use its best efforts to cause such registration statement amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. Notwithstanding anything to the contrary in this Section 3, subject to compliance with Sections 4 and 5(b), if applicable, the Company may prohibit offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement at any time if (A), in the judgment of the Company's Board of Directors, acting with the advice of counsel experienced in securities laws matters, the Board of Directors determine that (i) the Company is in possession of material non-public information, (ii) such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) disclosure of such material non-public information would be materially adverse to the best interests of the Company and its stockholders or (B) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (i) that is material to the Company and its subsidiaries taken as a whole and (ii) the Board of Directors of the Company determines in good faith that offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement prior to the consummation of such transaction (or such earlier date as the Board of Directors shall determine) would be materially adverse to the best interests of the Company and its stockholders or (C) (i) the Company has received any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Shelf Registration Statement or related Prospectus or for additional information, (ii) the Commission or any other federal or state governmental authority has issued any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iii) the Company has received any notification with respect to the suspension of the qualification or exemption from qualification of any of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, (iv) advised by counsel to the Company experienced in securities laws matters, upon the existence of any fact or happening of any event which makes any statement of a material fact in such Registration Statement or related Prospectus untrue or which would require the making of any changes in the Registration Statement or Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of the Prospectus, 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 the light of the circumstances under which they were made, not misleading, and (v) upon advice of counsel to the Company experienced in securities laws matters, the Company has determined that a post-effective no later than amendment to a Registration Statement would be appropriate (the Maturity Date period during which any such prohibition of offers and sales of Transfer Restricted Securities pursuant to remain the Shelf Registration Statement is in effect until the earlier pursuant to clause (A), (B) or (C) of the Expiration Date or this subparagraph (a) is referred to herein as a "Suspension Period"). A Suspension Period shall commence on and include the date on which the Company receives provides written notice from SBC that all to Holders of Transfer Restricted Securities covered by the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Shelf Registration Statement has been declared effective, that offers and sales of Transfer Restricted Securities cannot be made thereunder in accordance with this Section 3 and shall end three business days after the earlier to occur of (iiix) advise SBC promptly of any proposed amendment or supplement the date on which such material information is disclosed to the Prospectus after the effective date thereof and furnish SBC with a draft prior public or ceases to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering be material or sale of any of the Shares, (A) unless the Company is legally required able to so amend comply with its disclosure obligations and Commission requirements or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business (y) 25 days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed written notice is provided by the Company pursuant to Section 13(a)the Holders of such Suspension Period. Each notice shall state to the extent, 13(c)if any, 14 or 15(d) as is practicable, an estimate of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) expected duration of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the SharesSuspension Period.
Appears in 1 contract
Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business days after the date hereof, has filed or shall expeditiously file with the Commission a registration statement, statement covering the resale of the Shares from time to time by SBC DBSI and such affiliated entities as SBC DBSI may designate on securities exchanges or over-over- the-counter market or in such other lawful manner as SBC DBSI may specify, in a form previously reviewed by SBCDBSI.
(b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (i) use its best efforts to cause such registration statement to become effective no later than the Maturity Date and to remain in effect from its effective date until the earlier of the Expiration Date or the date on which the Company receives written notice from SBC DBSI that all of the Shares have been resoldresold (the "Effective Period"), (ii) inform SBC DBSI promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise SBC DBSI promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC DBSI with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with during the offering or sale of any of the SharesEffective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which SBC DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same periodthe Effective Period, advise SBCDBSI, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Cypress Semiconductor Corp /De/)
Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business days after the date hereof, has filed or shall -------------------------------- expeditiously file with the Commission a registration statement, covering the resale of the Shares from time to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (i) use its best efforts to cause such registration statement to become effective no later than the Maturity Date and to remain in effect until the earlier of the Expiration Termination Date or the date on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, (determined in the Company's sole and absolute discretion) make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the prospectus), after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.
Appears in 1 contract
Filing of Registration Statement. (ai) The Company shallshall prepare, and, as soon as practicable practicable, but no later than 30 days following the Closing Date (the “Initial Filing Date”), file a registration statement on Form S-3 (or if Form S-3 is not available to register the Shares, on such other form 15 of registration statement as is then available to effect a registration for resale of the Shares) (the “Registration Statement”) to register the Shares for resale (the “Registrable Securities”), and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, but in no event later than 15 business days the earlier of (i) sixty (60) Business Days after the date hereofInitial Filing Date and (ii) five (5) Business Days after the SEC has notified the Company that it will not review, file with or has completed its review of, the Commission a registration statementRegistration Statement, covering in each case, unless the resale Investor agrees in writing to extend such deadline, and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Shares from time Registrable Securities have been sold by the Investor pursuant to time the Registration Statement or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by SBC and such affiliated entities as SBC may designate on securities exchanges the Investor pursuant to Rule 144 without limitation, restriction or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBCcondition (including any current public information requirement) thereunder.
(bii) At least ten (10) Business Days prior to the filing of the Registration Statement, the Company shall notify the Investor in writing of the information, if any, the Company requires from the Investor with respect to the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities held by the Investor and the intended method of disposition of the Registrable Securities held by the Investor, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request and provide such information and documents to the Company at least five (5) Business Days prior to the filing of the Registration Statement.
(iii) The Company shall provide the Investor and its legal counsel an opportunity, not less than two (i2) use its best efforts Business Days, to cause such registration statement to become effective no later than the Maturity Date review and to remain in effect until the earlier of the Expiration Date or the date comment on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, or any supplement or amendment thereto (iii) advise SBC promptly of any proposed amendment or supplement except for reports and filings incorporated by reference into the Registration Statement pursuant to the Prospectus after requirements of such Registration Statement) and on any written responses to written correspondence from the effective date thereof and furnish SBC SEC with a draft prior respect to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with Registration Statement. The Company shall also promptly notify the offering or sale of any of the Shares, Investor (A) unless the Company is legally required to so amend when a prospectus, prospectus supplement or supplement the Prospectus, make no further post-effective amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be has been filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment with respect to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission(other than an annual report on Form 10-K), (B) of any correspondence from the issuance by SEC with respect to the Commission Registration Statement (and provide to the Investor copies of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shareswritten correspondence), (C) of when the suspension of SEC has informed the qualification of Company that it will not review, or has completed its review of, the Shares for offering Registration Statement or sale in any jurisdictionsupplement or amendment thereto, (D) of when the initiation Registration Statement or threatening of any proceeding for any such purpose, or post-effective amendment has become effective and (E) of any request by the Commission SEC for amendments or supplements to the amending Registration Statement. In no event shall the Company be permitted to name the Investor as an “underwriter” without the prior written consent of the Investor.
(iv) The Investor agrees that, upon receipt of any notice from the Company of (i) the issuance of any stop order or supplementing other suspension of effectiveness with respect to the Registration Statement or (ii) the Prospectus happening of an event as a result of which the prospectus and the Registration Statement, as then in effect, include an untrue statement of a material fact or for additional informationomit to state a material fact required to be stated therein or necessary to make the statements therein, and (vi) in the event light of the issuance circumstances under which they were made, not misleading, the Investor will immediately discontinue its disposition of any such stop order or of any such order preventing or suspending the use of any prospectus relating Registrable Securities pursuant to the Shares Registration Statement until the Investor’s receipt of copies of the supplemented or suspending amended prospectus or Registration Statement or receipt of notice that no supplement or amendment is required. In no event shall such notice contain any such qualificationmaterial, non-public information regarding the Company or any of its Subsidiaries. With respect to clause (i), the Company shall use promptly its best commercially reasonable efforts to obtain the withdrawal of such orderstop order or suspension at the earliest possible time. With respect to clause (ii), the Company shall promptly prepare and file with the SEC a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and promptly deliver a copy of such supplement or amendment to the Investor.
(v) The Company shall not include furnish to the Investor such number of copies of prospectuses and such other documents as the Investor may reasonably request, in order to facilitate the Registration Statement public sale or other disposition of all or any securities other than of the SharesRegistrable Securities by the Investor, including for purposes of satisfying any prospectus delivery requirements of the 1933 Act.
Appears in 1 contract
Filing of Registration Statement. (a) The Company shallSubject solely to the limitation set forth in Section 7(c) of the Existing Registration Rights Agreement, as soon as reasonably practicable but in no event later than 15 business days after the date hereofClosing Date, file the Company shall prepare and cause to be filed with the Commission SEC pursuant to Rule 415 a registration statementRegistration Statement on the appropriate form relating to resales of all Registrable Securities (the “Shelf Registration”) provided, covering that the resale of Company shall only be required to register registrable securities up to an amount permitted to be registered by the Shares from time SEC pursuant to time by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) the Rule 415 Interpretive Position. The Company shall (i) use its best efforts to cause any such registration statement Registration Statement to become be declared effective by the SEC as soon as reasonably practicable and no later than June 9, 2008. In the Maturity Date and to remain in effect until the earlier of the Expiration Date or the date on which the Company receives written notice from SBC that all of the Shares have been resold, (ii) inform SBC promptly upon notice event any Registrable Securities are excluded from the Commission Registration Statement due to the Rule 415 Interpretative Position, the Registrable Securities to be excluded shall be allocated among all Holders on a pro rata basis based on the total number of Registrable Securities proposed to be included in such Registration Statement. To the extent necessary to ensure that the Registration Statement has been declared is available for sales of Registrable Securities by the Holders thereof entitled to the benefit of this Section 2(a), the Company shall use its reasonable best efforts to keep any Registration Statement required by this Section 2(a) continuously effective, (iii) advise SBC promptly of any proposed amendment or supplement supplemented, amended and current as required by and subject to the Prospectus after the effective date thereof provisions of Section 2(a) hereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection conformity with the offering or sale requirements of any this Agreement, the Securities Act and the rules and regulations of the Shares, SEC promulgated thereunder from time to time (including (A) unless preparing and filing with the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement SEC such amendments and post-effective amendments to the Prospectus after the effective date thereof Registration Statement as may be necessary to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and keep such Registration Statement effective; (B) file cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and complying fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (C) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement), until the date when all Registrable Securities covered by the Registration Statement (i) have been sold pursuant thereto or (ii) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders.
(b) No Holder may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes in writing to the Company within 10 business days of a request therefor, such information as is requested by the Company regarding such Holder, the Registrable Securities held by such Holder and the intended method of disposition of the Registrable Securities held by such Holder, as shall be reasonably required (but in no event shall such information provided be less than the information required by Regulation S-K and other applicable SEC rules, regulations and interpretations or such as is requested by the staff of the SEC pursuant to any comment letter with respect to the Registration Statement) to effect the registration of such Registrable Securities. Each selling Holder agrees to promptly all reports and any definitive proxy or furnish (but in no event more than 5 business days following the Company’s request) additional information statements required to be filed disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall not have any obligation to include in a Registration Statement Registrable Securities held by a Holder that does not furnish the information requested by the Company pursuant to this Section 13(a2(b), 13(c), 14 or 15(d.
(c) of the Exchange Act, (v) during such same period, advise SBC, promptly after the The Company receives notice thereof, (A) of the time when any amendment shall be deemed not to have used its reasonable best efforts to keep the Registration Statement has been filed effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Sharesthis Agreement.
Appears in 1 contract
Samples: Equity Registration Rights Agreement (Hi-Tech Wealth Inc.)
Filing of Registration Statement. (a) The Company shall, as soon as practicable but in no event later than 15 business On or prior to the date 30 days after the date hereofClosing Date, prepare and file with the Commission a Shelf Registration Statement relating to the registration statementon Form S-1 or Form S-3, covering if the resale use of such form is then available and as determined by the Company, for the sale of the Shares from time Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof and shall include all financial statements required to time be included or incorporated by SBC and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) reference therein. The Company shall take such action as may be reasonably necessary so that (i) the Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement or amendment thereto complies in all material respects with the Act and the rules and regulations thereunder, (ii) the Shelf Registration and any amendment thereto (in either case, other than with respect to the Requisite Information furnished to the Company by or on behalf of any Holder specifically for inclusion therein) does not contain an untrue statement of a material fact or 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 Requisite 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. The Company agrees to cooperate and assist in any filings required to be made with the NASD and use its best efforts to cause such registration statement Shelf Registration Statement to become effective no later than and approved by such governmental agencies or authorities as may be necessary to enable the Maturity Date Holders to consummate the disposition of such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or any Prospectus, or any amendments or supplements thereto, the Company will furnish to the Initial Purchasers, each Holder who may have requested the same in writing and the Underwriter(s), if any, copies of all such documents proposed to remain be filed (except that the Company shall not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Holder or Underwriter in effect until writing), and the earlier of Company will not file any Shelf Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which (i) the Expiration Date Initial Purchasers or the date on which the Company receives written notice from SBC that all of the Shares have been resoldUnderwriter(s), if any, shall reasonably object or (ii) inform SBC promptly upon notice from if there are no Underwriters, the Commission that Initial Purchasers or the Registration Statement has been declared effectiveHolders of a majority of the outstanding Transfer Restricted Securities shall reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the aggregate principal amount of Notes converted into such Common Stock for purposes of such calculation), (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus in each such case within five Business Days after the effective date thereof and furnish SBC with a draft prior receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the filing thereofShelf Registration Statement, (iv) for so long amendment, Prospectus or supplement, as delivery applicable, as proposed to be filed contains any untrue statement of a prospectus is required in connection with the offering material fact or sale of any of the Shares, (A) unless the Company is legally required omits to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of state a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements material fact required to be filed by stated therein or necessary to make the statements therein not misleading which misstatement or omission is specifically identified to the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during in writing within such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Sharesfive Business Days.
Appears in 1 contract
Samples: Registration Rights Agreement (Atrix Laboratories Inc)
Filing of Registration Statement. (ai) The Company shall, as soon as practicable but in no event later than 15 business days after the date hereof, will use reasonable efforts to file with the Commission a registration statement, covering statement (“Registration Statement”) to register all of the resale Underlying Shares issuable upon the conversion of the Shares from time pursuant to time by SBC the terms of this Agreement and the Certificate of Designations (“Registrable Securities”), within 150 calendar days after each Closing Date; provided, however, that this paragraph shall not apply to any Registrable Securities if such affiliated entities as SBC Registrable Securities may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBCthen be sold under Rule 144 (assuming the holder’s compliance with the provisions of the Rule) and the Company delivers an opinion to that effect to the transfer agent.
(bii) The At least five (5) business days prior to the first anticipated filing date of each Registration Statement, the Company shall (i) use its best efforts notify each Investor in writing of the information the Company requires from each such Investor with respect to cause such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration statement to become effective no later than the Maturity Date and to remain in effect until the earlier of the Expiration Date or the date on which as the Company receives written notice may reasonably request and provide such information and documents to the Company within five (5) business days of a request for such information or documents. If such requested information and/or documents are not provided to the Company within such time period, the Company may exclude such Investor’s Registrable Securities from SBC that all the Registration Statement.
(iii) Each Investor agrees that, upon receipt of the Shares have been resold, (ii) inform SBC promptly upon any notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the other suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the effectiveness with respect to a Registration Statement or the Prospectus happening of an event that as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or for additional informationomission to state a material fact required to be stated therein or necessary to make the statements therein, and (vi) in the light of the circumstances under which they were made, not misleading, which requires the Company to file an amendment to the Registration Statement, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary herein, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the issuance kind described above and for which such Investor has not yet settled.
(iv) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of any such stop order or the 1933 Act as applicable to it in connection with sales of any such order preventing or suspending the use of any prospectus relating Registrable Securities pursuant to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the a Registration Statement any securities other than the SharesStatement.
Appears in 1 contract
Samples: Securities Purchase Agreement (SMG Industries Inc.)
Filing of Registration Statement. If and whenever the Company is required to effect the registration of any Common Stock under the Securities Act as provided in Section 2.1 or use its reasonable best efforts to effect any such registration under Section 2.2., as expeditiously as possible the Company will:
(a) The Company shall, as soon as practicable but prepare and (in no any event later than 15 business within 60 days after the date hereof, end of the period within which requests for registration may be delivered to the Company) file with the Commission SEC a registration statement, covering statement on the resale of the Shares from time appropriate form with respect to time by SBC such Common Stock and such affiliated entities as SBC may designate on securities exchanges or over-the-counter or in such other lawful manner as SBC may specify, in a form previously reviewed by SBC.
(b) The Company shall (i) use its best reasonable efforts to cause such registration statement to become effective;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective no later than the Maturity Date and to remain in effect comply with the provisions of the Securities Act with respect to the disposition of all shares of Common Stock covered by such registration statement until the earlier of the Expiration Date or the date on which the Company receives written notice from SBC that such time as (i) all of the Shares such shares of Common Stock have been resold, disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (ii) inform SBC promptly upon notice from the Commission expiration of 180 days after such registration statement becomes effective; provided, however, that in the case of any registration of Common Stock on Form S-3 where the Holder or Holders intend to offer such Common Stock on a continuous or delayed basis, such 180-day period shall be extended as long as is necessary to keep the registration statement effective until all such shares of Common Stock are sold;
(c) furnish to each seller of such shares of Common Stock such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such seller may reasonably request;
(d) use reasonable efforts to register or qualify all Common Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and to any and all other acts and things which may be necessary or advisable to enable such seller to consummate the disposition in such jurisdiction of its shares of Common Stock covered by such registration statement, except that the Registration Statement has been declared effectiveCompany shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction;
(iiie) advise SBC promptly furnish to each Holder selling shares of Common Stock a signed counterpart, addressed to such Holder, of (i) an opinion of counsel for the Company in the form accompanying the registration statement and in the form delivered to underwriters, if any, dated the effective date of such registration statement (or if such registration includes an Underwritten Offering, dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter signed by the independent public accountants who have certified the Company's
(f) immediately notify each selling Holder of shares of Common Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any proposed amendment event of which it becomes aware 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 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, and at the request of any such Holder prepare and furnish to such 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 Prospectus purchasers of Common Stock, 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; and
(g) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its Equity Securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date thereof and furnish SBC with a draft prior to of such registration statement, which earnings statement shall satisfy the filing thereof, (iv) for so long as delivery provisions of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d11(a) of the Exchange Securities Act, (v) during such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.
Appears in 1 contract
Samples: Note Purchase Agreement (Kti Inc)
Filing of Registration Statement. (a) The Company shall, as soon as practicable but will include the Shares underlying the Warrant in no event later than 15 business days after the first registration statement filed with the SEC subsequent to the date hereof. Notwithstanding, file with if such registration statement relates to an underwriting, the Commission a registration statementCompany shall use its best efforts to cause the underwriter to permit the Holder to include the Underlying Shares in such underwritten offering. If the underwriter advises the Holder that the total amount of securities which the Holder desires to include in such offering is such as to materially and adversely affect its success, covering then the resale number of Underlying Shares to be offered for the account of the Shares from time Holder shall be eliminated or reduced to time the extent recommended by SBC such underwriter pro rata to all persons similarly situated. The Holder will pay the Holder's own legal fees and expenses and any underwriting discounts and commissions on the securities sold by such Holder but shall not be responsible for any other expenses of such registration. The Company shall supply prospectuses and such affiliated entities other documents as SBC the Holder may designate on securities exchanges request in order to facilitate the public sale or over-the-counter or other disposition of the Shares. The Holder shall furnish information and indemnification as set forth in such other lawful manner as SBC paragraph 7 except that the maximum amount which may specify, in a form previously reviewed be recovered from the Holder shall be limited to the amount of proceeds received by SBCthe Holder from the sale of the Shares.
(b) The In the event persons who have the right to purchase 50% of the Underlying Shares, subsequent to the date on which the Company becomes a "reporting" company under SEC Rules shall (i) give notice to the Company at any time to the effect that they desire to register under the 1933 Act the Underlying Shares, then the Company will promptly, but no later than 60 days after receipt of such notice, file a registration statement or a post-effective amendment to a current registration statement pursuant to the 1933 Act, to the end that the Underlying Shares may be publicly sold under the 1933 Act; and the Company will use its best efforts to cause such registration statement to become and remain effective no later than for a period of 120 days; provided that each Holder shall furnish the Maturity Date and Company appropriate information in connection therewith as the Company may reasonably request in writing. Persons who have the right to remain in effect until the earlier purchase 50% of the Expiration Date or Underlying Shares may make such request on only two occasions during the date on which the Company receives written notice from SBC that all term of the Shares have been resold, (ii) inform SBC promptly upon notice from the Commission that the Registration Statement has been declared effective, (iii) advise SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish SBC with a draft prior to the filing thereof, (iv) for so long as delivery of a prospectus is required in connection with the offering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus after the effective date thereof to which SBC reasonably objects within two Warrant. Within ten business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and receiving any definitive proxy or information statements required to be filed by such request, the Company pursuant shall give notice to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during each Holder advising such same period, advise SBC, promptly after the Company receives notice thereof, (A) of the time when any amendment Holder that it is registering Underlying Shares and shall offer to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.therein each
Appears in 1 contract
