Filing of Resale Registration Statement. The Company shall file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Resale Registration Statement”) registering the resale of the Backstop Acquired Shares, the PIPE Shares and the Rollover Shares (collectively, the “Purchaser Shares”) as soon as reasonably practicable after the Closing Date(and in no event later than fifteen (15) Business Days following the Closing Date), and the Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”). The Company will use its commercially reasonable efforts to provide a draft of the Resale Registration Statement to each Purchaser for review and comment at least two (2) Business Days in advance of the Closing Date. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Resale Registration Statement as set forth in this Section (the “Resale Prospectus”), the Company will use its commercially reasonable efforts to cause the Resale Registration Statement to remain effective with respect to each Purchaser until the earlier of (i) the date on which all of the Purchaser Shares shall have been sold, or (ii) on the first date on which a Purchaser can sell its Purchaser Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144. The Company will use its commercially reasonable efforts to make and keep public information available (as those terms are understood and defined in Rule 144) and file all reports, and provide all customary and reasonable cooperation, necessary to resell Registrable Securities pursuant to the Resale Registration Statement or Rule 144, as applicable, and maintain the qualification of the Registrable Securities for listing on the NYSE. For purposes of this Section, “Registrable Securities” shall mean the Purchaser Shares and any other equity security of the Company or any of its Subsidiaries issued or issuable with respect to the Purchaser Shares by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a registration statement as contemplated under this Section with respect to the sale of such securities becoming effective under the Securities Act and, as to a Purchaser, such securities having been sold, transferred, disposed of or exchanged in accordance with such registration statement by such Purchaser; (B) such securities having been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer having been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities having ceased to be outstanding; (D) such securities being able to be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities having sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For purposes of this Section, “Holder” shall mean any Purchaser or any affiliate of Purchaser to which the rights under this Section shall have been assigned. The Company’s obligations to include the Purchaser Shares in the Resale Registration Statement are contingent upon a Purchaser furnishing in writing to the Company such information regarding such Purchaser, the securities of the Company held by such Purchaser and the intended method of disposition of the Purchaser Shares as shall be reasonably requested by the Company to effect the registration of the Purchaser Shares, and the Purchasers shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement as permitted hereunder. In the case of the registration effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform each Purchaser as to the status of such registration. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Resale Registration Statement, and from time to time require the Purchasers not to sell under such Resale Registration Statement or suspend the use or effectiveness of any such Resale Registration Statement if it determines that in order for the Resale Registration Statement or the Resale Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of the Resale Prospectus, in the light of the circumstances under which they were made) not misleading, an amendment thereto would be needed, or if, in the reasonable determination of the Board, after consultation with legal counsel to the Company, such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Resale Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such Resale Registration Statement available for the sale by the Purchasers of such securities as soon as practicable thereafter.
Appears in 2 contracts
Samples: Standby, Securities Purchase and Debt Conversion Agreement (Immersion Corp), Standby, Securities Purchase and Debt Conversion Agreement
Filing of Resale Registration Statement. The If the Company shall is not eligible to file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Resale an Issuance Shelf Registration Statement”) registering the resale of the Backstop Acquired Shares, the PIPE Shares and the Rollover Shares (collectively, the “Purchaser Shares”) as soon as reasonably practicable after the Closing Date(and in no event later than fifteen (15) Business Days following the Closing Date), and or if the Company shall otherwise determines that the use its commercially reasonable efforts to have the of a Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”). The Company will use its commercially reasonable efforts to provide a draft of the Resale Registration Statement to each Purchaser for review and comment at least two (2) Business Days in advance of the Closing Date. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Resale Registration Statement as set forth in this Section (the “Resale Prospectus”), the Company will use its commercially reasonable efforts to cause the Resale Registration Statement to remain effective with respect to each Purchaser until the earlier of (i) the date on which all of the Purchaser Shares shall have been sold, or (ii) on the first date on which a Purchaser can sell its Purchaser Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144. The Company will use its commercially reasonable efforts to make and keep public information available (as those terms are understood and defined in Rule 144below) and file all reportsis appropriate, and provide all customary and reasonable cooperation, necessary to resell Registrable Securities pursuant to the Resale Registration Statement or Rule 144, as applicable, and maintain the qualification of the Registrable Securities for listing on the NYSE. For purposes of this Section, “Registrable Securities” shall mean the Purchaser Shares and any other equity security of the Company or any of its Subsidiaries issued or issuable with respect to the Purchaser Shares by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a registration statement as contemplated under this Section with respect to the sale of such securities becoming effective under the Securities Act and, as to a Purchaser, such securities having been sold, transferred, disposed of or exchanged in accordance with such registration statement by such Purchaser; (B) such securities having been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer having been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities having ceased to be outstanding; (D) such securities being able to be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities having sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For purposes of this Section, “Holder” shall mean any Purchaser or any affiliate of Purchaser to which the rights under this Section shall have been assigned. The Company’s obligations to include the Purchaser Shares in the Resale Registration Statement are contingent upon a Purchaser furnishing in writing to the Company such information regarding such Purchaser, the securities of the Company held by such Purchaser and the intended method of disposition of the Purchaser Shares as shall be reasonably requested by the Company to effect the registration of the Purchaser Shares, and the Purchasers shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement as permitted hereunder. In the case of the registration effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform each Purchaser as to the status of such registration. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Resale Registration Statement, and from time to time require the Purchasers not to sell under such Resale Registration Statement or suspend the use or effectiveness of any such Resale Registration Statement if it determines that in order for the Resale Registration Statement or the Resale Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of the Resale Prospectus, in the light of the circumstances under which they were made) not misleading, an amendment thereto would be needed, or if, in the reasonable determination of the Board, after consultation with legal counsel to the Company, such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Resale Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make file with the SEC a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available (a “Resale Registration Statement”), under Rule 415 relating to the resale by the Holders of their Registrable Shares, such filing to be made on a Filing Date as provided in Section 2(a) hereof. The Company shall use reasonable efforts to cause such Resale Registration Statement available for the sale to be declared effective by the Purchasers of such securities SEC as soon as practicable thereafter. The Company shall use its reasonable efforts to keep the Resale Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the Shelf Registration Expiration Date. After the Company has filed the Resale Registration Statement, any obligation of the Company to file an Issuance Registration Statement pursuant to Section 2(a) with respect to the Registrable Shares covered thereby registered by the Resale Registration Statement shall be suspended for as long as the Resale Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) remains effective. To the extent the Company is a WKSI at the time that a Resale Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Resale Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the resale of such Registrable Shares by the Holder in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Resale Registration Statement). The Holders will not offer or sell, without the Company’s consent, any Registrable Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be filed by the Holders with the SEC pursuant to Rule 433 under the Securities Act (any free writing prospectus consented to by the Company, a “Permitted Free Writing Prospectus”).
Appears in 2 contracts
Samples: Registration Rights Agreement (American Farmland Co), Registration Rights Agreement (American Farmland Co)
Filing of Resale Registration Statement. The Company shall file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Resale Registration Statement”) registering the resale of the Backstop Acquired Shares, the PIPE Shares and the Rollover Shares (collectively, the “Purchaser Shares”) as soon as reasonably practicable after the Closing Date(and in no event later than fifteen (15) Business Days following the Closing Date), and the Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”). The Company will use its commercially reasonable efforts to provide a draft of the Resale Registration Statement to each Purchaser for review and comment at least two (2) Business Days in advance of the Closing Date. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Resale Registration Statement as set forth in this Section (the “Resale Prospectus”), the Company will use its commercially reasonable efforts to cause the Resale Registration Statement to remain effective with respect to each Purchaser until the earlier of (i) the date on which all of the Purchaser Shares shall have been sold, or (ii) on the first date on which a Purchaser can sell its Purchaser Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144. The Company will use its commercially reasonable efforts to make and keep public information available (as those terms are understood and defined in Rule 144) and file all reports, and provide all customary and reasonable cooperation, necessary to resell Registrable Securities pursuant to the Resale Registration Statement or Rule 144, as applicable, and maintain the qualification of the Registrable Securities for listing on the NYSE. For purposes of this Section, “Registrable Securities” shall mean the Purchaser Shares and any other equity security of the Company or any of its Subsidiaries issued or issuable with respect to the Purchaser Shares by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a registration statement as contemplated under this Section with respect to the sale of such securities becoming effective under the Securities Act and, as to a Purchaser, such securities having been sold, transferred, disposed of or exchanged in accordance with such registration statement by such Purchaser; (B) such securities having been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer having been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities having ceased to be outstanding; (D) such securities being able to be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities having sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For purposes of this Section, “Holder” shall mean any Purchaser or any affiliate of Purchaser to which the rights under this Section shall have been assigned. The Company’s obligations to include the Purchaser Shares in the Resale Registration Statement are contingent upon a Purchaser furnishing in writing to the Company such information regarding such Purchaser, the securities of the Company held by such Purchaser and the intended method of disposition of the Purchaser Shares as shall be reasonably requested by the Company to effect the registration of the Purchaser Shares, and the Purchasers shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement as permitted hereunder. In the case of the registration effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform each Purchaser as to the status of such registration. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Resale Registration Statement, and from time to time require the Purchasers not to sell under such Resale Registration Statement or suspend the use or effectiveness of any such Resale Registration Statement if it determines that in order for the Resale Registration Statement or the Resale Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of the Resale Prospectus, in the light of the circumstances under which they were made) not misleading, an amendment thereto would be needed, or if, in the reasonable determination of the Board, after consultation with legal counsel to the Company, such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Resale Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such Resale Registration Statement available for the sale by the Purchasers of such securities as soon as practicable thereafter.reasonable
Appears in 1 contract
Samples: Standby, Securities Purchase and Debt Conversion Agreement (Barnes & Noble Education, Inc.)
Filing of Resale Registration Statement. The Subject to the provisions of this Section 2(a), the Company shall will file with the Commission (at SEC a Registration Statement on Form S-3 or, if the Company’s sole cost and expense) a Company is not eligible to file or use Form S-3, such other Securities Act registration statement as the Company is eligible to use at such time for the resale of its Common Shares (the a “Resale Shelf Registration Statement”) under Rule 415 under the Securities Act registering the resale of the Backstop Acquired SharesRegistrable Shares by the Holders, the PIPE Shares and the Rollover Shares such filing to be made on a date (collectively, the “Purchaser SharesFiling Date”) as soon as reasonably practicable that is no earlier than the date hereof and no later than December 15, 2014. The Company represents that it is not aware of any reason that would prevent it from filing a Resale Shelf Registration Statement promptly after the Closing Date(and in no event later than fifteen (15) Business Days following the Closing Date), and the date hereof. The Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”). The Company will use its commercially reasonable efforts to provide a draft of the Resale Registration Statement to each Purchaser for review and comment at least two (2) Business Days in advance of the Closing Date. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Resale Registration Statement as set forth in this Section (the “Resale Prospectus”), the Company will use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to remain become or be declared effective by the SEC for all of the Registrable Shares covered as promptly as possible, and in any event within thirty (30) days after the date of this Agreement. The Company agrees to use its reasonable efforts to keep the Resale Registration Statement (or a successor Registration Statement filed with respect to each Purchaser the Registrable Shares) continuously effective until the date (the “Resale Shelf Registration Expiration Date”) that is the earlier of (ia) the date on which all of the Purchaser Registrable Shares shall have been sold, disposed of by the Holders or (iib) on the first date on which a Purchaser can sell its Purchaser all Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or shares received in exchange thereforany successor provision) under Rule 144 without limitation as to application of volume limitations or other restrictions on transfer thereunder. To the manner of sale or the amount of such securities that may be sold and without the requirement for extent the Company to be in compliance with the current public information required under Rule 144. The Company will use its commercially reasonable efforts to make and keep public information available is a well-known seasoned issuer (as those terms are understood and defined in Rule 144) and file all reports, and provide all customary and reasonable cooperation, necessary to resell Registrable Securities pursuant to the Resale Registration Statement or Rule 144, as applicable, and maintain the qualification of the Registrable Securities for listing on the NYSE. For purposes of this Section, “Registrable Securities” shall mean the Purchaser Shares and any other equity security of the Company or any of its Subsidiaries issued or issuable with respect to the Purchaser Shares by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a registration statement as contemplated under this Section with respect to the sale of such securities becoming effective under the Securities Act and, as to a Purchaser, such securities having been sold, transferred, disposed of or exchanged in accordance with such registration statement by such Purchaser; (B) such securities having been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer having been delivered by the Company and subsequent public distribution of such securities shall not require registration 405 under the Securities Act; ) (Ca “WKSI”) such securities having ceased at the time that a Resale Shelf Registration Statement is to be outstanding; (D) filed, the Company shall file an automatic shelf registration statement which covers such securities being able to be sold without registration Registrable Shares or, in lieu of filing a new Resale Shelf Registration Statement, may file a Prospectus pursuant to Rule 144 or any successor rule promulgated 424(b) under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities having sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For purposes of this Section, “Holder” shall mean any Purchaser or any affiliate of Purchaser successor provision) to which include, in accordance with Rule 430B under the rights under this Section shall have been assigned. The Company’s obligations to include the Purchaser Shares in the Resale Registration Statement are contingent upon a Purchaser furnishing in writing to the Company such information regarding such PurchaserSecurities Act (or any successor provision), the securities of the Company held by such Purchaser and the intended method of disposition of the Purchaser Shares as shall be reasonably requested by the Company to effect the registration of the Purchaser resale of such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Resale Shelf Registration Statement). The Holder will not offer or sell, without the Company’s consent, any Registrable Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be filed by the Holder with the SEC pursuant to Rule 433 under the Securities Act (any free writing prospectus consented to by the Company, a “Permitted Free Writing Prospectus”). If at any time the effectiveness of any Resale Registration Statement is terminated, expires or is suspended, and at such time that Resale Shelf Registration Statement included Registrable Shares, and the Purchasers shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Resale Registration Statement as permitted hereunder. In the case of the registration effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform each Purchaser as to the status of such registration. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Resale Registration Statement, and from time to time require the Purchasers not to sell under such Resale Registration Statement or suspend the use or effectiveness of any such Resale Registration Statement if it determines that in order for the Resale Registration Statement or the Resale Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of the Resale Prospectus, in the light of the circumstances under which they were made) not misleading, an amendment thereto would be needed, or if, in the reasonable determination of the Board, after consultation with legal counsel to the Company, such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Resale Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such Resale Registration Statement available for the sale by the Purchasers of such securities as soon promptly as practicable thereafterfile with the SEC a successor thereto.
Appears in 1 contract
Filing of Resale Registration Statement. (a) The Company Seller shall prepare and file with the Commission (at SEC the Company’s sole cost and expense) a registration statement Resale Registration Statement with respect to all of the Registrable Securities on or prior to the 375 calendar day anniversary of the IPO Closing Date (the “Resale Registration Statement”) registering the resale of the Backstop Acquired Shares, the PIPE Shares and the Rollover Shares (collectively, the “Purchaser Shares”) as soon as reasonably practicable after the Closing Date(and in no event later than fifteen (15) Business Days following the Closing "Required Filing Date"), and the Company . Seller shall use its commercially reasonable efforts to have the Resale Registration Statement to be declared effective as soon as practicable after the filing thereof, but no later than the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that SEC on or prior to the fifteen (15) month anniversary of the IPO Closing Date and keep the Resale Registration Statement will not effective until such date as is the earlier of (a) the date on which all such Registrable Securities have been sold or (b) the one (1) year anniversary of the date upon which the SEC has declared the Resale Registration Statement effective, provided that Rule 415, or any successor rule under the Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (i) includes any prospectus required by Section 10(a)(3) of the Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the Resale Registration Statement, the incorporation by reference of information required to be “reviewed” or will not be subject to further review (included in (i) and (ii) collectively, above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the “Effectiveness Deadline”)1934 Act in the Resale Registration Statement. The Company will use its commercially reasonable efforts to provide a draft Following the effective date of the Resale Registration Statement to each Purchaser for review and comment at least two (2) Business Days in advance of the Closing Date. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Resale Registration Statement as set forth in this Section (the “Resale Prospectus”)Statement, the Company will use its commercially reasonable efforts Seller shall be entitled, from time to cause time, to notify the Resale Registration Statement Holder to remain effective with respect to each Purchaser until the earlier discontinue offers or sales of (i) the date on which all of the Purchaser Shares shall have been sold, or (ii) on the first date on which a Purchaser can sell its Purchaser Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144. The Company will use its commercially reasonable efforts to make and keep public information available (as those terms are understood and defined in Rule 144) and file all reports, and provide all customary and reasonable cooperation, necessary to resell Registrable Securities pursuant to the Resale Registration Statement for the period of time stated in such notice, up to 30 days (such notice being a "Blackout Notice"), if there has been any initiation of negotiations with respect to a material transaction or Rule 144, as applicable, and maintain a material circumstance which the qualification Seller in good faith believes would not be required to be disclosed at such time other than in connection with a registration statement. Such notice shall be signed by an authorized officer of the Seller and shall certify such determination. The Seller may issue any number of Blackout Notices and such Blackout Notices may be given consecutively, but the maximum number of days covered by such notices shall not exceed 75 days in the aggregate and not more than a maximum of 60 consecutive days. As a condition to use the Resale Registration Statement, the Holder agrees that upon receipt of a Blackout Notice the Holder shall discontinue offers and sales of Registrable Securities pursuant to the Resale Registration Statement for listing on such period of time.
(b) The Seller shall prepare and file with the NYSE. For purposes of this Section, “Registrable Securities” shall mean SEC such amendments and supplements to the Purchaser Shares Resale Registration Statement and any other equity security the prospectus used in connection with the Resale Registration Statement as may be necessary to comply with the applicable provisions of the Company or any of its Subsidiaries issued or issuable Act with respect to the Purchaser Shares disposition of all securities covered by way the Resale Registration Statement.
(c) The Seller shall furnish to the Holder such numbers of copies of a stock dividend or stock split or prospectus, including a preliminary prospectus, in connection conformity with a recapitalizationthe requirements of the Act, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, and such other documents as it may reasonably request in order to any particular Registrable Security, such securities shall cease to be facilitate the disposition of Registrable Securities upon owned by it.
(d) The Seller shall use its commercially reasonable efforts to register and qualify the earliest to occur of: (A) a registration statement as contemplated under this Section with respect to the sale of such securities becoming effective under the Securities Act and, as to a Purchaser, such securities having been sold, transferred, disposed of or exchanged in accordance with such registration statement covered by such Purchaser; (B) such securities having been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer having been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities having ceased to be outstanding; (D) such securities being able to be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities having sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For purposes of this Section, “Holder” shall mean any Purchaser or any affiliate of Purchaser to which the rights under this Section shall have been assigned. The Company’s obligations to include the Purchaser Shares in the Resale Registration Statement are contingent upon a Purchaser furnishing in writing to the Company under such information regarding other securities or "blue sky" laws of such Purchaser, the securities of the Company held by such Purchaser and the intended method of disposition of the Purchaser Shares jurisdictions as shall be reasonably requested by the Company to effect Holder; provided that the registration of the Purchaser Shares, and the Purchasers Seller shall execute such documents not be required in connection with therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration as states or jurisdictions.
(e) The Seller shall notify the Company may reasonably request that are customary Holder of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of Registrable Securities covered by the Resale Registration Statement as permitted hereunder. In at any time when a prospectus relating thereto is required to be delivered under the case Act of the registration effected by happening of any event as a result of which the Company pursuant to this Agreement, prospectus included in the Company shall, upon reasonable request, inform each Purchaser as to the status of such registration. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Resale Registration Statement, and from time to time require the Purchasers not to sell under such Resale Registration Statement or suspend the use or effectiveness of any such Resale Registration Statement if it determines that as then in order for the Resale Registration Statement or the Resale Prospectus not to contain any effect, includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements contained therein (in the case of the Resale Prospectus, not misleading in the light of the circumstances under which they were madethen existing.
(f) not misleading, an amendment thereto would be needed, or if, in the reasonable determination of the Board, after consultation with legal counsel to the Company, such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Resale Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company The Seller shall use its commercially reasonable efforts to make list all such Resale Registration Statement available for Registrable Securities registered pursuant hereunder on each securities exchange on which the sale by the Purchasers of such securities as soon as practicable thereafterClass A Shares are then listed.
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