Information to be Furnished. In the event any of the --------------------------- Registrable Securities are to be included in a Registration Statement under Section 3 or 4, the Selling Holders and the Company shall furnish the following information and documents: 5.1. The Selling Holders will furnish to the Company all information required by the Securities Act to be furnished by sellers of securities for inclusion in the Registration Statement, together with all such other information which the Selling Holders have or can reasonably obtain and which may reasonably be required by the Company in order to have such Registration Statement become effective and such Registrable Securities qualified for sale under applicable state securities laws. 5.2. The Company, before filing a Registration Statement, amendment or supplement thereto, will furnish copies of such documents to legal counsel selected by the Selling Holders. In addition, the Company will make available for inspection by any Selling Holder or by any Underwriter, attorney or other agent of any Selling Holder or Underwriter all information reasonably requested by such persons. All nonpublicly available information provided to any Selling Holder, Underwriter or any attorney or agent of any Selling Holder or Underwriter shall be kept strictly confidential by such Selling Holder, Underwriter or attorney or agent of such Selling Holder or Underwriter so long as such information remains nonpublic. 5.3. The Company will promptly notify each Selling Holder of the occurrence of any event which renders any Prospectus then being circulated among prospective purchasers misleading because such Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and the Company will amend the Prospectus so that it does not contain any material misstatements or omissions and deliver the number of copies of such amendments to each Selling Holder as each Selling Holder may require.
Appears in 2 contracts
Samples: Registration Rights Agreement (CNL American Properties Fund Inc), Registration Rights Agreement (CNL American Properties Fund Inc)
Information to be Furnished. In the event any of the --------------------------- Registrable Securities Covered Shares are to be included in a Registration Statement registration statement under Section 3 2 or 43, the Selling Holders Shareholders and the Company shall furnish the following information and documents:
5.1. 4.1 The Selling Holders Shareholders will furnish to the Company all information required by the Securities Act to be furnished by sellers of securities for inclusion in the Registration Statementregistration statement, together with all such other information which that the Selling Holders Shareholders have or can reasonably obtain and which that may reasonably be required by the Company in order to have such Registration Statement registration statement become effective and such Registrable Securities Covered Shares qualified for sale under applicable state securities laws.
5.2. 4.2 The Company, before filing a Registration Statementregistration statement, amendment or supplement thereto, will furnish shall furnish, within a reasonable time before filing, copies of such documents to legal counsel selected by the Selling HoldersShareholders. In addition, the Company will shall make available for inspection by any Selling Holder Shareholder or by any Underwriter, attorney or other agent of any Selling Holder Shareholder or Underwriter all information reasonably requested by such persons. All nonpublicly available information provided to any Selling Holder, Underwriter or any attorney or agent of any Selling Holder or Underwriter shall be kept strictly confidential by such Selling Holder, Underwriter or attorney or agent of such Selling Holder or Underwriter so long as such information remains nonpublic.
5.3. 4.3 The Company will shall promptly notify each Selling Holder Shareholder of the occurrence of any event which renders any Prospectus prospectus then being circulated among prospective purchasers misleading because such Prospectus prospectus contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in under which they were made, not misleading, and the Company will amend the Prospectus prospectus so that it does not contain any material misstatements or omissions and deliver the number of copies of such amendments to each Selling Holder Shareholder as each Selling Holder Shareholder may require.
4.4 The Company shall obtain all legal opinions, auditors' consents, comfort letters and expert cooperation necessary or desirable by the Shareholders to complete the registration process.
4.5 The Company shall, at the Shareholders' or the Underwriter's request, participate in a road show or similar marketing efforts to further the registration process.
4.6 The Company shall, at the Underwriter's request, include in a Form S-3 registration statement such information as the Underwriter reasonably requests for marketing reasons, whether or not such information is required to be included.
Appears in 2 contracts
Samples: Registration Rights Agreement (Kirtland Capital Corp), Registration Rights Agreement (Kirtland Capital Corp)
Information to be Furnished. In the event any of the --------------------------- Registrable Securities are to be included in a Registration Statement under Section Sections 3 or 4, the Selling Holders and the Company shall furnish the following information and documents:
5.1. The Selling Holders will shall furnish to the Company all information required by the Securities Act to be furnished by sellers of securities for inclusion in the Registration Statement, together with all such other information which the Selling Holders have or can reasonably obtain and which may reasonably be required by the Company in order to have such Registration Statement become effective and such Registrable Securities qualified for sale under applicable state securities laws.
5.2. The Company, before filing a Registration Statement, amendment or supplement theretothereto (including all exhibits), will furnish copies of such documents to legal counsel selected by the Selling Holders. In addition, the Company will shall make available for inspection by any Selling Holder or by any Underwriter, attorney or other agent of any Selling Holder or Underwriter all information reasonably requested by such persons. All nonpublicly non-publicly available information provided to any Selling Holder, Underwriter or any attorney or agent of any Selling Holder or Underwriter shall be kept strictly confidential by such Selling Holder, Underwriter or attorney or agent of such Selling Holder or Underwriter so long as such information remains nonpublic.
5.3. The Company will shall promptly notify each Selling Holder and each Selling Holder shall promptly notify the Company, upon discovery by the Company or such Selling Holder, as the case may be, of the occurrence of any event which renders any Prospectus then being circulated among prospective purchasers misleading because such Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and the Company will amend or supplement the Prospectus so that it does not contain any material misstatements or omissions and deliver the number of copies of such amendments or supplements to each Selling Holder as each Selling Holder may requirereasonably request. Until such time as such Prospectus is so amended or supplemented, each Selling Holder shall cease use thereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (CNL Hotels & Resorts, Inc.), Registration Rights Agreement (CNL Hotels & Resorts, Inc.)
Information to be Furnished. In the event any of the --------------------------- Registrable Securities are to be included in a Registration Statement under Section 3 or 43, the Selling Holders and the Company shall furnish the following information and documents:
5.1. 4.1 The Selling Holders will furnish to the Company all information required by the Securities Act to be furnished by sellers of securities for inclusion in the Registration Statement, together with all such other information which the Selling Holders have or can reasonably obtain and which may reasonably be required by the Company in order to have such Registration Statement become effective and such Registrable Securities qualified for sale under applicable state securities laws.
5.2. 4.2 The Company, before filing a Registration Statement, amendment or supplement thereto, will furnish copies of such documents to legal counsel selected by the Selling Holders. In addition, the Company will make available for inspection by any Selling Holder or by any Underwriter, attorney or other agent of any Selling Holder or Underwriter all information reasonably requested by such persons. All nonpublicly available information provided to any Selling Holder, Underwriter or any attorney or agent of any Selling Holder or Underwriter shall be kept strictly confidential by such Selling Holder, Underwriter or attorney or agent of such Selling Holder or Underwriter so long as such information remains nonpublic.
5.34.3 If requested by the underwriter with respect to any Registration Statement the Company shall use its best efforts to cause its independent accountants to provide such underwriter with a "comfort letter ".
4.4 From the filing of any Registration Statement until the termination of the effectiveness thereof the Company shall provide to the Selling Holder without charge a reasonable number of copies of the prospectus (including any preliminary prospectus prepared for circulation to prospective purchasers of Registrable Securities) included in the Registration Statement and any amendment or supplement thereto and the Company consents to the use of any such prospectus or amendment or supplement thereto in connection with the offering and sale of the Registrable Securities covered thereby. In addition during such period, the Company shall provide the Selling Holders, without charge, with (1) one copy of the Registration Statement and any post-effective amendment thereto (including financial statements and schedules and, to the extent requested by the Selling Holders in writing, the exhibits thereto) and (2) to the extent requested by the Selling Holders, all reports and filing made by the Company pursuant to the Securities and Exchange Act of 1934, as amended.
4.5 The Company will promptly notify each Selling Holder of the occurrence of any event which renders any Prospectus then being circulated among prospective purchasers misleading because such Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and the Company will will, as promptly as possible, amend the Prospectus so that it does not contain any material misstatements or omissions and deliver the number of copies of such amendments to each Selling Holder as each Selling Holder may require.
Appears in 1 contract
Samples: Registration Rights Agreement (Snyder Communications Inc)
Information to be Furnished. In the event any of the --------------------------- Registrable Securities are to be included in a Registration Statement under Section 3 or 4, the Selling Holders and the Company shall furnish the following information and documents:
5.1. 5.1 The Selling Holders will furnish to the Company all information required by the Securities Act to be furnished by sellers of securities for inclusion in the Registration Statement, together with all such other information which the Selling Holders have or can reasonably obtain and which may reasonably be required by the Company in order to have such Registration Statement become effective and such Registrable Securities qualified for sale under applicable state securities laws.
5.2. 5.2 The Company, before filing a Registration Statement, amendment or supplement thereto, will furnish copies of such documents to legal counsel selected by the Selling Holders. In addition, the Company will make available for inspection by any Selling Holder or by any Underwriter, attorney or other agent of any Selling Holder or Underwriter all information reasonably requested by such persons. All nonpublicly available information provided to any Selling Holder, Underwriter or any attorney or agent of any Selling Holder or Underwriter shall be kept strictly confidential by such Selling Holder, Underwriter or attorney or agent of such Selling Holder or Underwriter so long as such information remains nonpublic.
5.3. 5.3 The Company will promptly notify each Selling Holder of the occurrence of any event which renders any Prospectus then being circulated among prospective purchasers misleading because such Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and the Company will amend the Prospectus so that it does not contain any material misstatements or omissions and deliver the number of copies of such amendments to each Selling Holder as each Selling Holder may require.
Appears in 1 contract
Information to be Furnished. In the event any of the --------------------------- Registrable Securities are to be included in a Registration Statement under Section 3 or 4, the Selling Holders and the Company shall furnish the following information and documents:
5.1. The Selling Holders will shall furnish to the Company all information required by the Securities Act to be furnished by sellers of securities for inclusion in the Registration Statement, together with all such other information which the Selling Holders have or can reasonably obtain and which may reasonably be required by the Company in order to have such Registration Statement become effective and such Registrable Securities qualified for sale under applicable state securities laws.
5.2. The Company, before filing a Registration Statement, amendment or supplement theretothereto (including all exhibits), will furnish copies of such documents to legal counsel selected by the Selling Holders. In addition, the Company will shall make available for inspection by any Selling Holder or by any Underwriter, attorney or other agent of any Selling Holder or Underwriter all information reasonably requested by such persons. All nonpublicly non-publicly available information provided to any Selling Holder, Underwriter or any attorney or agent of any Selling Holder or Underwriter shall be kept strictly confidential by such Selling Holder, Underwriter or attorney or agent of such Selling Holder or Underwriter so long as such information remains nonpublic.
5.3. The Company will shall promptly notify each Selling Holder and each Selling Holder shall promptly notify the Company, upon discovery by either of them of the occurrence of any event which renders any Prospectus then being circulated among prospective purchasers misleading because such Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and the Company will amend or supplement the Prospectus so that it does not contain any material misstatements or omissions and deliver the number of copies of such amendments or supplements to each Selling Holder as each Selling Holder may requirerequest. Until such time as such Prospectus is so amended or supplemented, each Selling Holder shall cease use thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (CNL Hospitality Properties Inc)