Further Obligations of the Company. Whenever the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following:
(a) furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents that such Holder may reasonably request to facilitate the public offering of its Registrable Securities;
(b) use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this Agreement under the applicable securities or “blue sky” laws of such jurisdictions as any selling Holder may reasonably request; provided, however, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject;
(c) notify each Holder of 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 event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(d) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(e) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(f) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(g) furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if s...
Further Obligations of the Company. Whenever, under the preceding Sections of this ARTICLE VI, the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following:
(a) Furnish to each selling Holder such copies of each preliminary and final prospectus and any other documents as such Holder may reasonably request to facilitate the public offering of its Registrable Securities;
(b) Use its best efforts to register or qualify the Registrable Securities to be registered pursuant to this ARTICLE VI under the applicable securities or blue sky laws of such jurisdictions as any selling Holder may reasonably request;
(c) Furnish to each selling Holder: (i) a signed counterpart of an opinion of counsel for the Company, dated the effective date of the registration statement; and (ii) a copy of any "comfort" letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the registration statement, covering substantially the same matters as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities;
(d) Permit each selling Holder or such Holder's counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them in connection with such registration; and
(e) Furnish to each selling Holder, upon request, a copy of all documents filed and all correspondence from or to the Commission in connection with any such offering.
Further Obligations of the Company. Whenever under the preceding Sections of this Article V, the Company is required hereunder to register Registrable Shares, it agrees that it shall also do the following:
(a) Furnish to each selling holder of Registrable Shares such copies of each preliminary and final prospectus and any other documents that such holder may reasonably request to facilitate the public offering of its Registrable Shares;
(b) Use its best efforts to register or qualify the Registrable Shares to be registered pursuant to this Article V under the applicable securities or "blue sky" laws of such jurisdictions as any selling holder may reasonably request; PROVIDED, HOWEVER, that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any jurisdiction where it is not then so subject;
(c) Furnish to each selling holder a signed counterpart of
(i) an opinion of counsel for the Company, dated the effective date of the registration statement, and
Further Obligations of the Company. Whenever, under the preceding sections of this Agreement, the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following:
(a) Use its best efforts to diligently prepare for filing with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in connection therewith as may be necessary to keep said registration statement effective for a period of at least 270 days and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering;
(b) Furnish to Investors such copies of each preliminary and final prospectus and such other documents as such holder may reasonably request to facilitate the public offering of his Registrable Securities;
(c) Enter into any underwriting agreement with provisions reasonably required by the proposed underwriter for Investor, if any, and reasonably acceptable to the Company; and
(d) Use best efforts to register or qualify the Registrable Securities covered by said registration statement under the securities or "blue-sky" laws of such jurisdictions as Investor may reasonably request.
Further Obligations of the Company. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to this Article II, the Company shall:
Further Obligations of the Company. (a) The Company shall, as soon as reasonably possible, use its best efforts to register and qualify the Registrable Securities covered by any registration statement described herein under such other securities or "blue sky" laws of such jurisdictions as shall be reasonably requested by the Investor, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to such service in such jurisdiction and except as may be required by the 1933 Act.
(b) The Comxxxx xxxll as soon, as reasonably possible, furnish to the Investor (or one broker or agent designated by the Investor) such numbers of copies of a prospectus in conformity with the requirement of the 1933 Act, and such other documents as the Investor may reasonably request in order to facilitate the resale or other disposition of the Registerable Securities owned by them.
(c) Prior to filing any registration statement pursuant to this Agreement, the Company shall provide a draft of the registration statement to the Investor and its counsel within 10 days prior to filing, and the Company shall use commercially reasonable efforts to include the comments of the Investor and its counsel in the registration statement.
Further Obligations of the Company. (a) The Company shall, as soon as reasonably possible, use its reasonable best efforts to register and qualify the Registrable Securities covered by any registration statement described herein under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Investor or in the case of an underwritten public offering by the managing underwriter, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to such service in such jurisdiction and except as may be required by the 0000 Xxx.
(b) The Company shall as soon, as reasonably possible, furnish to the Investor (or one broker or agent designated by the Investor) such numbers of copies of a prospectus in conformity with the requirement of the 1933 Act, and such other documents as the Investor may reasonably request in order to facilitate the resale or other disposition of the Registrable Securities owned by them.
Further Obligations of the Company. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of securities to the public without registration, the Company agrees to:
(a) make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act;
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements;
(c) except as provided in Section 2.1(b), as expeditiously as possible prepare and file with the SEC any amendments and supplements to the Registration Statement and the prospectus included in the Registration Statement as may be necessary to comply with the provisions of the Securities Act (including the anti-fraud provisions); and
(d) so long as a Holder owns any Registrable Securities, furnish to such Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration.
Further Obligations of the Company. Whenever under the preceding Sections of this Article 6, the Company is required to register Registrable Shares, the Company agrees that it shall also do the following:
(a) Furnish to P&U such copies of each preliminary and final prospectus and such other documents as P&U may reasonable request to facilitate the public offerings of the Registrable Shares;
(b) Use its best efforts to register or qualify the Registrable Shares covered by the registration statement under the applicable securities or "blue sky" laws of such jurisdictions as P&U may reasonably request;
(c) Permit P&U or its counsel or other representatives to inspect and copy such corporate documents and records as may reasonably be requested by them, after reasonable advance notice, during normal business hours and without undue interference with the operation of the Company's business;
(d) Furnish to P&U a copy of all documents filed with and all correspondence from or to the Securities and Exchange Commission in connection with any such offering of securities;
(e) Otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and (to the extent required) make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the registration statement covering a public offering, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
Further Obligations of the Company. 9.1 The Company shall (or shall procure that the relevant Group Company shall) (i) at all times observe and perform its obligations under, (ii) at all times enforce, and not release or waive the obligations of any of the other parties to, (iii) not make or agree to any alteration to the terms of, or (iv) not give any notice approval or consent under, the Acquisition Agreement, the Warranty Deed, the Indenture, the SFA, the PEC Instruments, the Service Agreements the Luxco Articles or the Bidco Articles unless Investor Consent has been given.
9.2 The Company shall procure that each other Group Company shall make such distributions or other payments to the Company as may be lawful and as may be necessary to enable the Company to pay the interest to be paid on the PECs and/or to redeem the PECs in accordance with their terms.
9.3 The Company shall do everything reasonably within its power to ensure that each Group Company shall at all times maintain proper and up-to-date accounting and financial control systems and records in relation to its business and affairs and that such records are available for inspection during normal business hours by the Investors (or by any person or persons authorised by the Investors for the purposes of monitoring their investment in the Group).
9.4 The Company shall do everything reasonably within its power to ensure that the business of each Group Company shall be managed and shall comply with all applicable laws, bye-laws, rules, regulations and codes of conduct and with the terms of any contract or agreement to which it is a party and that each Group Company shall maintain all licences, consents and authorisations which are required for the conduct of any such business from time to time.
9.5 The Company shall ensure each Group Company seeks to protect its rights in Intellectual Property including, amongst other things, registering such rights (where appropriate) and bringing proceedings for their infringement.
9.6 The Company shall:
