Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act. (b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 6 contracts
Samples: Registration Rights Agreement (Omnicom Group Inc), Registration Rights Agreement (Medimmune Inc /De), Registration Rights Agreement (Heartport Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 the appropriate SEC Registration Statement form permitting registration of the Registrable Securities for resale by the Holders thereof in order to allow the Company to be eligible to file registration statements on Form S-3manner or manners designated by them.
Appears in 5 contracts
Samples: Registration Rights Agreement (Tekelec), Registration Rights Agreement (Whole Foods Market Inc), Registration Rights Agreement (Kellstrom Industries Inc)
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period it is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in its most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company it to be eligible to file registration statements on Form S-3.
Appears in 4 contracts
Samples: Registration Rights Agreement (Freeport McMoran Copper & Gold Inc), Registration Rights Agreement (Freeport McMoran Copper & Gold Inc), Registration Rights Agreement (Wabash National Corp /De)
Information Requirements. (a) The Company shall covenants that, for so long as it is subject to the reporting requirements of the Exchange Act, it will file the reports required to be filed by it under the Securities Exchange Act and the Exchange Act, and if at any time the Company is not required so as to file such reports, it will, upon the request of enable any Holder of to sell Registrable Securities, make publicly available other information so long as necessary to permit sales Securities pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further also covenants that that, for so long as any Stockholder holds any Registrable Securities or any portion of the Notes remains outstanding, it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities or the Notes, as the case may be, without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding , unless such a statement has been included in the foregoing, nothing in this Company’s most recent report filed pursuant to Section 7 shall be deemed to require the Company to register any of its securities under any section 13 or Section 15(d) of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 3 contracts
Samples: Registration Rights Agreement (Deerfield Triarc Capital Corp), Registration Rights Agreement (Deerfield Capital Corp.), Registration Rights Agreement (Triarc Companies Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, without limitation making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 3 contracts
Samples: Registration Rights Agreement (Wind River Systems Inc), Registration Rights Agreement (Atmel Corp), Registration Rights Agreement (Atmel Corp)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 3 contracts
Samples: Registration Rights Agreement (Integrated Process Equipment Corp), Registration Rights Agreement (Family Golf Centers Inc), Registration Rights Agreement (Novellus Systems Inc)
Information Requirements. (a) The Company shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any such Holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 any Securities Act registration form used in connection with any Shelf Registration effected pursuant hereto in order to allow the Company to be eligible to file registration statements on Form S-3such form.
Appears in 3 contracts
Samples: Purchase Agreement (Stan Lee Media Inc), Purchase Agreement (Stan Lee Media Inc), Purchase Agreement (Medtronic Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 the appropriate SEC Registration Statement form permitting registration of the Registrable Securities for resale by the Holders thereof in order to allow the Company to be eligible to file registration statements on Form S-3manner or manners designated by them.
Appears in 3 contracts
Samples: Registration Rights Agreement (Bolder Technologies Corp), Registration Rights Agreement (Bolder Technologies Corp), Registration Rights Agreement (Bolder Technologies Corp)
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period the Company is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions; provided, however, that any legal opinion required by any trustee or transfer agent shall be the responsibility of such Holder. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report required to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 2 contracts
Samples: Registration Rights Agreement (Mandalay Resort Group), Registration Rights Agreement (Affiliated Managers Group Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any such Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 the appropriate SEC Registration Statement form permitting registration of the Registrable Securities for resale by the Holders in order to allow the Company to be eligible to file registration statements on Form S-3manner or manners designated by them.
Appears in 2 contracts
Samples: Stock Purchase Agreement (World Access Inc), Stock Purchase Agreement (World Access Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any such section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 2 contracts
Samples: Registration Rights Agreement (Centocor Inc), Registration Rights Agreement (Sepracor Inc /De/)
Information Requirements. (a) The If at any time before the end of the Effectiveness Period the Company shall file the reports ceases to be required to be filed by it under the Securities Act and file reports pursuant to the Exchange Act, and if at any time the Company is not required to file such reports, covenants that it will, will upon the reasonable request of any Holder of Registrable Securities, Securities (a) make publicly available other such information so long as is reasonably necessary to permit sales pursuant to Rule 144 and under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that Act and it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request request, and (includingc) take such further action that is reasonable in the circumstances, without limitation making such reasonable representations as any such Holder may reasonably request)in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by and customarily taken in connection with sales pursuant to (i) Rule 144 and under the Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company shall will deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 2 contracts
Samples: Registration Rights Agreement (Openwave Systems Inc), Registration Rights Agreement (Titan International Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales of Registrable Securities pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company it to be eligible to file registration statements on Form S-3S-3 in connection with secondary offerings.
Appears in 2 contracts
Samples: Registration Rights Agreement (Energy Ventures Inc /De/), Registration Rights Agreement (Weatherford International Inc /New/)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available available, except during a Deferral Period, other information so long as necessary to permit sales of Convertible Notes and Underlying Common Stock pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Interpublic Group of Companies Inc)
Information Requirements. (a) The Company shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3S-3 after July 1, 1996.
Appears in 1 contract
Information Requirements. (a) The Company Newco Holding shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company Newco Holding is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company Newco Holding further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any such Holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A 145 under the Securities Act. Upon the request of any Holder of Registrable SecuritiesHolder, the Company Newco Holding shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company Newco Holding shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to any Registration Form S-3 used in connection with any Registration effected pursuant hereto in order to allow the Company Newco Holding to be eligible to file registration statements on Form S-3such form.
Appears in 1 contract
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period the Company is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will reasonably cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions; provided, however, that any legal opinion required by any trustee or transfer agent shall be the responsibility of such Holder. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report required to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Affiliated Managers Group Inc)
Information Requirements. (a) The For so long as there are any Registrable Securities outstanding, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other the information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions General Instructions I.A and B.4 to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3S-3 in connection with secondary offerings.
Appears in 1 contract
Samples: Registration Rights Agreement (Triarc Companies Inc)
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period it is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rule 144 and 144, Rule 144A or Regulation S under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the has duly filed all reports required to be filed by it under Section 13 or 15(d) the Exchange Act and during the preceding twelve (12) months, unless such a statement has been included in the Company's most recent report filed with the SEC pursuant to Section 13 or Section 15(d) of Exchange Act.
(b) During the Effectiveness Period, the Company shall use its commercially reasonable efforts to comply with all other requirements set forth in the instructions to Form S-3 F-3 in order to allow the Company to be eligible to file registration statements on Form S-3F-3. The Company shall use its commercially reasonable efforts to remain eligible, pursuant to Rule 430B(b), to omit, from the prospectus that is filed as part of a Shelf Registration Statement, the identities of selling securityholders and amounts of securities to be registered on their behalf.
Appears in 1 contract
Samples: Registration Rights Agreement (Suntech Power Holdings Co., Ltd.)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and Exchange Act, and, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. 144A. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The . In connection with any sale, transfer or other disposition by any Holder of Registrable Securities pursuant to Rule 144 under the Securities Act, upon delivery by such Holder of the certificate representing the Holder's transferred Registrable Securities, duly endorsed, to the extent necessary, for transfer, the Company shall file cooperate with the reports required Holder to facilitate the preparation and delivery of the Registrable Securities to be filed by it under the Exchange Act and shall comply with all other requirements set forth transferred, in the instructions to Form S-3 in order to allow form of certificates without any Securities Act legend, and enable the Company certificates for such Registrable Securities to be eligible to file registration statements on Form S-3for such number of shares and registered in such names as the selling Holder may reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Istar Financial Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Central Garden & Pet Company)
Information Requirements. (a) The Company shall file and the reports required Guarantors agree with each Holder, for so long as any Registrable Securities remain outstanding and during any period in which the Company (i) is not subject to be filed by it under the Securities Act and Section 13 or 15(d) of the Exchange Act, and if at any time the Company is not required to file such reports, it willmake available, upon the request of any Holder, to any Holder or beneficial owner of Registrable SecuritiesSecurities in connection with any sale thereof and any prospective purchaser of Registrable Securities designated by such Holder or beneficial owner, make publicly available other the information so long as necessary required by Rule 144(d)(4) under the Act in order to permit sales resales of such Registrable Securities pursuant to Rule 144 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Registrable Securities pursuant to Rule 144A under the Securities Act144. The Company and the Guarantors further covenants covenant that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable SecuritiesHolder, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Checkfree Holdings Corp \Ga\)
Information Requirements. (a) a. The Company shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) b. The Company shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3S-3 after February 1, 2000.
Appears in 1 contract
Samples: Registration Rights Agreement (Incyte Pharmaceuticals Inc)
Information Requirements. (a) The Company shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 S-1 in order to allow the Company to be eligible to file registration statements on Form S-3S-1.
Appears in 1 contract
Information Requirements. (a) The Company shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities ActAct and pursuant to Form S-3 or any similar short form registration statement. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any such Holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 any Securities Act registration form used in connection with any registration effected pursuant hereto in order to allow the Company to be eligible to file registration statements on Form S-3such form. The Company shall use commercially reasonable efforts to maintain its listing on Nasdaq for three years from the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Medtronic Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 the appropriate SEC Registration Statement form permitting registration of the Registrable Securities for resale by the Holders thereof in order to allow the Company to be eligible to file registration statements on Form S-3manner or manners designated by them.
Appears in 1 contract
Samples: Registration Rights Agreement (Bolder Technologies Corp)
Information Requirements. (a) The Each of the Company shall file and the reports required Guarantor covenants that, if at any time before the end of the Effectiveness Period the Company and the Guarantor are not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon and the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it Guarantor will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, each of the Company and the Guarantor shall deliver to such Holder a written statement as to whether it such party has complied with such filing requirements, unless such a statement has been included in the Company's or the Guarantor's, as the case may be, most recent report required to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company or the Guarantor to register any of its respective securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Countrywide Home Loans Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions General Instructions IA and B(4) to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3S-3 in connection with secondary offerings.
Appears in 1 contract
Information Requirements. (a) The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Healthcare Financial Partners Reit Inc)
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period it is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably requestrequest in order to facilitate sales by such Holder pursuant to Rule 144), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 144, Rule 144A, Regulation S and Rule 144A Regulation D under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed with the SEC pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-1 or Form S-3 and shall comply with all other requirements set forth in the instructions to Form S-1 or Form S-3, as the case may be, in order to allow the Company to be eligible to file registration statements on Form S-1 or Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Isis Pharmaceuticals Inc)
Information Requirements. (a) The Company NewCare shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company NewCare is not required to file such reports, it will, upon the request of any Holder of Registrable Securitiesthe Buyer, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act144. The Company NewCare further covenants that it will cooperate with any Holder of Registrable Securities the Buyer and take such further reasonable action as any Holder of Registrable Securities the Buyer may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder the Buyer may reasonably request), all to the extent required from time to time to enable such Holder the Buyer to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements144. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company NewCare to register any of its securities under any section of the Exchange Act.
(b) The Company NewCare shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 the appropriate SEC registration statement form permitting registration of the Registrable Securities for resale by the Buyer in order to allow the Company to be eligible to file registration statements on Form S-3manner or manners designated by it.
Appears in 1 contract
Information Requirements. (a) The Company shall covenants that, for so long as it is subject to the reporting requirements of the Exchange Act, it will file the reports required to be filed by it under the Exchange Act so as to enable any RTMRG Holder to sell Registrable Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further also covenants that that, for so long as any RTMRG Stockholder holds any Registrable Securities, it will cooperate with any RTMRG Holder of Registrable Securities and take such further reasonable action as any RTMRG Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such RTMRG Holder may reasonably request), all to the extent required from time to time to enable such RTMRG Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable SecuritiesRTMRG Holder, the Company shall deliver to such RTMRG Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report filed pursuant to Section 13 or Section 15(d) of the Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Triarc Class B-1 Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Triarc Companies Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. Upon the request of any holder of Registrable Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such filing requirements. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by pursuant to Rule 144 and or Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to continue to be eligible to file registration statements on Form S-3S-3 during the Effectiveness Period.
Appears in 1 contract
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available available, except during a Deferral Period, other information so long as necessary to permit sales of Convertible Notes and Underlying Common Stock pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Interpublic Group of Companies Inc)
Information Requirements. (a) The If at any time before the end of the Effectiveness Period the Company shall file the reports ceases to be required to be filed by it under the Securities Act and file reports pursuant to the Exchange Act, and if at any time the Company is not required to file such reports, covenants that it will, will upon the reasonable request of any Holder of Registrable Securities, Securities (a) make publicly available other such information so long as is reasonably necessary to permit sales pursuant to Rule 144 and under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that Act and it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request request, and (includingc) take such further action that is reasonable in the circumstances, without limitation making such reasonable representations as any such Holder may reasonably request)in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by and customarily taken in connection with sales pursuant to (i) Rule 144 and under the Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company shall will deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3 as soon as is permissible under the Securities Act. As soon as practicable after the Company first satisfies the eligibility requirements for the use Form S-3, the Company shall convert any Registration Statement on Form S-1 to Form S-3.
Appears in 1 contract
Information Requirements. (a) The Company shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Western Micro Technology Inc /De)
Information Requirements. (a) The Company shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reportsreports and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 F-3 in order to allow the Company to be eligible to file registration statements on Form S-3F-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Security Capital U S Realty)
Information Requirements. (a) The Company shall file covenants that (i) if at any time before the reports required end of the Effectiveness Period the Company is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemption and (ii) if at any time before the end of the Effectiveness Period it is subject to such reporting requirements, it will take reasonable efforts to make all filings required thereunder in a timely manner in order to enable the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report required to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Neuberger Berman Inc)
Information Requirements. (a) The Company MiniMed shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company MiniMed is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company MiniMed further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any such Holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable SecuritiesHolder, the Company MiniMed shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company MiniMed shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 any Securities Act registration form used in connection with any Shelf Registration effected pursuant hereto in order to allow the Company MiniMed to be eligible to file registration statements on Form S-3such form.
Appears in 1 contract
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, promptly make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities ActAct or any similar rule or regulation hereafter adopted by the SEC. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6.1 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) . The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 the appropriate SEC Registration Statement form permitting registration of the Registrable Securities for resale by the Holders thereof in order to allow the Company to be eligible to file registration statements on Form S-3manner or manners designated by them.
Appears in 1 contract
Samples: Registration Rights Agreement (Napro Biotherapeutics Inc)
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period it is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably requestrequest in order to facilitate sales by such Holder pursuant to an available exemption from registration under the Securities Act), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and 144, Rule 144A and Regulation D under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report filed with the SEC pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 S-1 or Form S-3, as the case may be, in order to allow the Company to be eligible to file registration statements on Form S-1 or Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Ligand Pharmaceuticals Inc)
Information Requirements. (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder holder of Registrable Securities and take such further reasonable action as any Holder holder of Registrable Securities may reasonably request (including, without limitation making such reasonable representations as any such Holder holder may reasonably request), all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder holder of Registrable Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3S-3 after September 30, 1995.
Appears in 1 contract
Samples: Registration Rights Agreement (National Semiconductor Corp)
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period it is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rule 144 and 144, Rule 144A or Regulation S under the Securities ActAct and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file the has duly filed all reports required to be filed by it under Section 13 or 15(d) the Exchange Act and during the preceding twelve (12) months, unless such a statement has been included in the Company’s most recent report filed with the SEC pursuant to Section 13 or Section 15(d) of Exchange Act.
(b) During the Effectiveness Period, the Company shall use its commercially reasonable efforts to comply with all other requirements set forth in the instructions to Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3. The Company shall use its commercially reasonable efforts to remain eligible, pursuant to Rule 430B(b), to omit, from the prospectus that is filed as part of a Registration Statement, the identities of selling securityholders and amounts of securities to be registered on their behalf.
Appears in 1 contract
Information Requirements. (a) The Company shall file in a timely manner ------------------------ the reports required to be filed by it under the Securities Act and the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities ActAct and pursuant to Form S-3 or any similar short form registration statement. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any such Holder of Registrable Securities may reasonably request (including, including without limitation making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act.
(b) The Company shall file in a timely manner the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 any Securities Act registration form used in connection with any registration effected pursuant hereto in order to allow the Company to be eligible to file registration statements on Form S-3such form. The Company shall use commercially reasonable efforts to maintain its listing on Nasdaq for three years from the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Vidamed Inc)
Information Requirements. (a) The Company shall file covenants that, if at any time before the reports required end of the Effectiveness Period the Company is not subject to be filed by it under the Securities Act and reporting requirements of the Exchange Act, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act. Upon the request of any Holder of Registrable Securities, the Company shall deliver Act and customarily taken in connection with sales pursuant to such Holder a written statement as to whether it has complied with such filing requirementsexemptions. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
(b) The Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to Form S-3 S–3 in order to allow the Company to be eligible to file registration statements on Form S-3S–3. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Lattice Semiconductor Corp)
