Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicable.
Appears in 2 contracts
Samples: Registration Rights Agreement (Commerce One Inc), Registration Rights Agreement (New Commerce One Holding Inc)
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company Purchaser shall notify each seller advise you promptly of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statementoccurrence of any event that could cause Purchaser to withdraw, rescind, modify or terminate the Exchange Offer or the Solicitation or the transactions contemplated thereby or could permit Purchaser to exercise any post-effective amendment right not to exchange Old Bonds for New Bonds (other than Purchaser's ability to adjust the Registration Statement, shall have become effective, or any supplement to amount of New Bonds issued as provided in the prospectus or any amendment to Exchange Offer and Consent Solicitation Material) and Preferred Stock tendered under the prospectus shall have been filedExchange Offer, (ii) the occurrence of any request event, or the discovery of any fact, the occurrence or existence of which it believes would require the making of any change in any of the SEC after effectiveness of the Registration Statement Exchange Offer and Consent Solicitation Material then being used or would cause any representation, warranty or covenant contained in this Agreement to amend the Registration Statement be untrue or inaccurate in any material respect, (iii) any proposal or requirement to make, amend or supplement any filing required by the prospectus Exchange Act in connection with the Exchange Offer and the Solicitation or for additional informationthe transactions contemplated thereby or to make any filing in connection with the Exchange Offer and the Solicitation or the transactions contemplated thereby pursuant to any other applicable law, and rule or regulation, (iiiiv) of the issuance by the SEC Commission or any Other Agency of any stop formal or informal comment or order suspending or the effectiveness of the Registration Statement or taking of any order preventing other action concerning the Exchange Offer and the Solicitation or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes transactions contemplated thereby (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if in writing, will furnish you with a Stop Order is issuedcopy thereof), use its commercially reasonable best efforts (v) any material developments in connection with the Exchange Offer and the Solicitation (or the financing thereof) or the transactions contemplated thereby, including, without limitation, the commencement of any lawsuit concerning the Exchange Offer and the Solicitation or the transactions contemplated thereby and (vi) any other information relating to obtain the withdrawal of such Stop Order as soon as practicableExchange Offer and the Solicitation, the Exchange Offer and Consent Solicitation Material or this Agreement or the transactions contemplated hereby or thereby which you may from time to time reasonably request.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Apcoa Standard Parking Inc /De/), Dealer Manager and Consent Solicitation Agreement (Ap Holdings Inc)
Notification of Certain Events. With (a) During the Pre-Closing Period, the Sellers shall promptly notify FID and LEC of, and furnish FID and LEC with any information they may reasonably request with respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, occurrence of any event or condition or the existence of any post-effective amendment fact that may cause any of the conditions to the Registration Statement, shall have become effective, or any supplement obligation of FID to consummate the prospectus or any amendment Acquisition set forth in Section 7 to the prospectus shall have been filednot be satisfied, (ii) the occurrence of any request event or condition or the existence of any fact that could result in any representation or warranty made by Sellers in Section 3 to be materially untrue or inaccurate, (iii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, could become a default under any Material Contract, (iv) any material actions, suits, claims or proceedings in connection with the Acquisition, (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition, or (vi) the occurrence of any event or condition or the existence of any fact which has had a Target Xxxxx Xxxxxxxx Adverse Effect or the occurrence or non-occurrence of any event or condition that could be reasonably expected, individually or in the aggregate, to result in a Target Xxxxx Xxxxxxxx Adverse Effect; provided, however, if any such notification is (x) received at least five (5) Business Days prior to the Closing Date and (y) such notification pertains to a matter that came into existence or occurred after the date of this Agreement, and such matter would result in the failure of the SEC after effectiveness of the Registration Statement condition set forth in Section 7.1 to amend the Registration Statement or amend or supplement the prospectus or for additional informationbe satisfied, and (z) FID consummates the Closing, then such disclosure shall be deemed to have qualified any warranty of the Sellers to which it expressly relates for purposes of determining whether there has been a breach of such warranty for purposes of any indemnification to be provided by the Sellers pursuant to Section 9.
(b) The Sellers’ satisfaction of the notification obligations in Section 6.8(a) shall not relieve the Sellers of any of their other obligations under this Agreement and, except as expressly provided in the proviso in Section 6.8(a), no information delivered to FID or LEC pursuant to this Section 6.8 shall (i) amend the Sellers’ Disclosure Schedule, (ii) impact the accuracy of any of the warranties made by the Sellers in this Agreement, (iii) determine whether any of the issuance by conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts Indemnified Parties’ rights to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts indemnification pursuant to obtain the withdrawal of such Stop Order as soon as practicableSection 9.
Appears in 2 contracts
Samples: Share Purchase Agreement (LightBeam Electric Co), Share Purchase Agreement (LightBeam Electric Co)
Notification of Certain Events. With respect From the Execution Date until the Closing Date or earlier termination of this Agreement in accordance with ARTICLE X, each Contributing Party shall promptly notify the other Parties in writing upon such notifying Party’s Knowledge of (i) any event, condition or circumstance that would reasonably be expected to a Registration Statement filed result in any of the conditions set forth in ARTICLE VII (as to such Contributing Party only, and not as to any other Contributing Party) not being satisfied on or prior to the Closing Date, (ii) any Material Adverse Effect or (iii) any material breach by such Contributing Party of any representation, warranty, covenant, obligation or agreement contained in this Agreement; provided, however, that the delivery of any Notice pursuant to Sections 2.1this Section 6.1(c) shall not limit or otherwise affect the representations or warranties hereunder of such notifying Party, 2.2 the remedies available hereunder to the other Parties, or 2.3the conditions set forth in ARTICLE VII. In addition, and without limiting the foregoing, each Contributing Party agrees to promptly notify the Company in the event that such Contributing Party becomes a “foreign person” within the meaning of Section 1445 of the Code. From the Execution Date until the Closing Date or earlier termination of this Agreement in accordance with ARTICLE X, the Company shall promptly notify each seller of the Contributing Parties in writing upon the Company’s Knowledge, of (A) any event, condition or circumstance that would reasonably be expected to result in any of the conditions set forth in ARTICLE VII (as to the Company only, and not any other Party) not being satisfied on or prior to the Closing Date, (B) any Material Adverse Effect or (C) any material breach by the Company of any such Registrable Shares covered by such Registration Statementrepresentation, at any time when a prospectus relating thereto is required to be delivered under the 1933 Actwarranty, of the Company's becoming aware covenant, obligation or agreement contained in this Agreement; provided, however, that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request delivery of any notice pursuant to this Section 6.1(c) shall not limit or otherwise affect the representations or warranties hereunder of such sellernotifying Party, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered the remedies available hereunder to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statementother Parties, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale conditions set forth in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableARTICLE VII.
Appears in 2 contracts
Samples: Contribution, Conveyance, Assignment and Assumption Agreement (Remora Royalties, Inc.), Contribution, Conveyance, Assignment and Assumption Agreement (Remora Royalties, Inc.)
Notification of Certain Events. With respect (a) At all times during the period commencing on the Agreement Date and continuing until the earlier to a Registration Statement filed occur of the termination of this Agreement pursuant to Sections 2.1, 2.2 or 2.3Article VI and the Effective Time, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required will give prompt notice to be delivered under the 1933 Act, of the Company's Parent upon becoming aware that the prospectus included any representation or warranty made by it in such Registration Statementthis Agreement has become untrue or inaccurate in any material respect, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing failure by the Company to comply with or suspending satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the use extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Offer or Merger to fail to be satisfied at the Offer Closing or the Closing, respectively, except that no such notification will affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Offer or the Merger or the remedies available to the Parties under this Agreement; provided, however, that the failure to notify Parent of a breach of any prospectusrepresentation or warranty made by it in this Agreement pursuant to this Section 4.17(a) shall not constitute a breach of covenant in any material respect for purposes of paragraph (v) of Exhibit B.
(b) At all times during the period commencing on the Agreement Date and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VI and the Effective Time, Parent will give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the suspension extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the qualification conditions to the obligations of the Registration Statement for offering Company to consummate the Offer or sale Merger to fail to be satisfied at the Offer Closing or Closing, respectively, except that no such notification will affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in any jurisdiction, this Agreement or the conditions to the obligations of the institution Company to consummate the Offer or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts the Merger or the remedies available to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableParties under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Infoblox Inc)
Notification of Certain Events. With respect In case the Company shall, any time prior to the exercise, redemption or expiration of this Warrant, authorize to (a) pay any dividend to the holders of Shares or to make any other distribution to the holders of Shares, (b) effect any reclassification or recapitalization of Shares (other than a Registration Statement filed pursuant to Sections 2.1reclassification involving only the subdivision, 2.2 or 2.3combination, of outstanding Shares), (c) effect any capital reorganization or (d) effect any Change of Control of the Company, then, in each such case, the Company shall notify give to each seller Holder a notice of any such Registrable Shares covered by such Registration Statementproposed action, at any time when which shall specify the date on which a prospectus relating thereto record is required to be delivered under taken for the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers purposes of such Registrable Sharesstock dividend, distribution or rights, or the date on which such prospectus shall not include an untrue statement dividend, reclassification, reorganization, Change of a material fact or omit Control is to state a material fact required to be stated take place and the date of participation therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for by the holders of Registrable Shares included Shares, if any such date is to be fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on Shares, if any (including, without limitation, a copy of a term sheet, letter of intent or other writing setting forth in reasonable detail all material terms of the proposed action), and the number and kind of any other Shares, and the purchase price or prices thereof, after giving effect to any adjustment, if any, which will be required as a result of such Registration Statement action. Such notice shall be so given in the case of any action covered by clause (ia) when the Registration Statement, or any post-effective amendment above at least 20 days prior to the Registration Statementrecord date for determining holders of Shares for purposes of such action, shall have become effectiveand in the case of any other such action, or any supplement at least 20 days prior to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request date of the SEC after effectiveness taking of such proposed action or the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) date of the issuance participation therein by the SEC holders of any stop order suspending Shares, as applicable, whichever shall be the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order")earlier. The Company shall use its commercially reasonable best efforts promptly provide to prevent the issuance Holder of a Stop Order specifically threatened this Warrant such additional information concerning the terms of such action as may reasonably be required by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain Holder. The notice provisions set forth in this Section may be shortened or waived prospectively or retrospectively by the withdrawal consent of such Stop Order as soon as practicablethe Holder of this Warrant.
Appears in 1 contract
Samples: Warrant Consent and Conversion Agreement (GP Investments Acquisition Corp.)
Notification of Certain Events. With respect Each Guarantor shall (and the Borrower shall procure that each Guarantor shall) as soon as reasonably practicable notify the Security Trustee by fax, confirmed forthwith by letter, of:
(a) any casualty to the Collateral Vessel owned by it which is or is likely to be or to become a Registration Statement filed pursuant Major Casualty;
(b) any occurrence of an event as a result of which the Collateral Vessel owned by it has become or might, by the passing of time or otherwise, become a Total Loss;
(c) any material requirement or recommendation made in relation to Sections 2.1the Collateral Vessel owned by it by any insurer or classification society or by any competent authority which is not immediately complied with in accordance with its terms;
(d) any arrest or detention of the Collateral Vessel owned by it, 2.2 any exercise or 2.3, the Company shall notify each seller purported exercise of any such Registrable Shares covered lien on that Collateral Vessel or its Earnings or any requisition of that Collateral Vessel for hire;
(e) any Environmental Claim made against that Guarantor or in connection with the Collateral Vessel owned by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statementit, or any post-effective amendment Environmental Incident;
(f) any claim for breach of the ISM Code being made against that Guarantor, the Manager or otherwise in connection with the Collateral Vessel owned by it;
(g) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the Registration StatementISM Code not being complied with; or
(h) any other event in respect of a Collateral Vessel which might reasonably be expected to result in or give rise to any loss, liability or claim whatsoever, and that Guarantor shall have become effectivekeep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of that Guarantor’s, the Borrower’s, the Manager’s or any supplement other person’s response to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablethose events or matters.
Appears in 1 contract
Samples: Credit Facility Agreement (Ship Finance International LTD)
Notification of Certain Events. With The Company shall promptly notify each Selling Shareholder (A) when the registration statement or any amendment or supplement thereto has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective or receipted, as applicable, (B) of any request by the Commission or by any other regulatory body or other body having jurisdiction relating to such offering for amendments or supplements to the registration statement or the Prospectus or for additional information, (C) of any order issued or threatened by the Commission and/or applicable Canadian securities regulatory authorities suspending the effectiveness of such registration statement or preventing or suspending the use of a Registration Statement filed pursuant prospectus or (D) of the issuance of any notification or order with respect to Sections 2.1, 2.2 the suspension of the qualification (or 2.3, exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceedings for such purpose. The Company shall notify each seller use its best efforts to prevent the issuance of any such Registrable Shares covered by order referred to in (C) or (D) and, if any such Registration Statementorder is issued, shall use its best efforts to obtain the withdrawal of any such order at the earliest possible moment. The Company shall promptly notify each Selling Shareholder and the managing underwriter(s), if any, in writing at any time when a prospectus relating thereto Prospectus is required to be delivered under the 1933 Act, Securities Act and/or applicable Canadian Securities Laws of the Company's becoming aware that happening of any event as a result of which the prospectus Prospectus included in such Registration Statementregistration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading, and at the request of any such seller, Company shall promptly prepare and furnish to such seller each Selling Shareholder a reasonable number of copies of an amended any supplement or supplemental prospectus amendment to such Prospectus as may be necessary so that, as thereafter delivered to the sellers purchasers of such Registrable SharesSecurities, such prospectus Prospectus shall not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing. In additionunder which they are made, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablenot misleading.
Appears in 1 contract
Notification of Certain Events. With During the Pre-Closing Period, the Seller shall promptly notify LEC of, and furnish LEC with, any information it may reasonably request with respect to, (a) the occurrence of any event or condition or the existence of any fact that would reasonably be expected to cause any of the conditions set forth in Section 7 not to be satisfied, (b) the occurrence of any event or condition or the existence of any fact that would reasonably be expected to result in any representation or warranty made by the Seller in Section 3 being untrue or inaccurate in any material respect, (c) any notice of, or other communication relating to, a Registration Statement filed default or event that, with notice or lapse of time or both, would reasonably be expected to become a default under any Material Contract, (d) any material actions, suits, claims or proceedings in connection with the Acquisition, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition, (f) the occurrence of any event or condition or the existence of any fact which has had a Company Material Adverse Effect or (g) the occurrence or non-occurrence of any event or condition that would reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect. The Seller’s satisfaction of its obligations in the foregoing sentence shall not relieve the Seller of any of its other obligations under this Agreement and no information delivered to LEC pursuant to Sections 2.1, 2.2 or 2.3, the Company this Section 6.8 shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when amend the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filedSeller Disclosure Schedule, (ii) impact the accuracy of any request of the SEC after effectiveness of representations and warranties made by the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional informationSeller in this Agreement, and (iii) determine whether any of the issuance by conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts Indemnified Parties’ rights to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts indemnification pursuant to obtain the withdrawal of such Stop Order as soon as practicableSection 9.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (LightBeam Electric Co)
Notification of Certain Events. With Ascend shall notify Holder (i) ------------------------------ when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a the Registration Statement filed pursuant to Sections 2.1or any post- effective amendment, 2.2 or 2.3, when the Company shall notify each seller same has become effective; (ii) of any such Registrable Shares covered request by such the SEC or any other Governmental Entity during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus or for additional information relating to the Registration Statement, at (iii) of the issuance by the SEC or any time when a other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by Ascend of any notification with respect to the suspension of the qualification or exemption from qualification of any of the shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (v) of the happening of any event which makes any statement made in the Registration Statement or related prospectus relating thereto is required or any document incorporated or deemed to be delivered under incorporated therein by reference untrue in any material respect or which requires the 1933 Actmaking of any changes in the Registration Statement or prospectus so that, in the case of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an it will not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, and not misleading. Ascend may, upon the happening of any event of the kind described in clauses (iii), (iv) or (v) hereof, suspend use of the prospectus on written notice to Holder, in which case Holder shall discontinue disposition of the shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to Holder or until Holder is advised in writing by Ascend that the use of the applicable prospectus may be resumed. Ascend shall use its reasonable best efforts to ensure that the use of the prospectus may be resumed as soon as practicable. Ascend shall use every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for sale in any jurisdiction, at the request earliest practicable moment. Ascend shall, upon the occurrence of any such sellerevent contemplated by clause (iv) or (v) above, prepare and furnish a supplement or post-effective amendment to such seller the Registration Statement or a reasonable number of copies of an amended supplement to the related prospectus or supplemental prospectus as may be necessary any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the sellers purchasers of such Registrable Sharesthe shares being sold thereunder, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing. In additionunder which they were made, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablenot misleading.
Appears in 1 contract
Samples: Registration and Stock Trading Agreement (Ascend Communications Inc)
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller Each of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, Neuromed and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered CombinatoRx will give prompt notice to the sellers other of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when any notice or other communication from any person alleging that the Registration Statement, consent of such person is or may be required in connection with the Merger or any post-effective amendment to of the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filedother transactions contemplated by this Agreement, (ii) of any request notice or other communication from any Governmental Authority in connection with the Merger or any of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional informationother transactions contemplated by this Agreement, and (iii) any litigation relating to, involving or otherwise affecting Neuromed, Neuromed Canada, CombinatoRx, Merger Sub or any of their respective Subsidiaries that relates to the Merger or any of the issuance other transactions contemplated by the SEC this Agreement. Neuromed shall give prompt written notice to CombinatoRx of any stop order suspending representation or warranty made by Neuromed or Neuromed Canada contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Neuromed or Neuromed Canada to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any case, if and only to the effectiveness extent that such untruth or inaccuracy or such failure could reasonably be expected to cause any of the Registration Statement conditions set forth in Section 7.2(a) or Section 7.2(b) to fail to be satisfied at the Closing; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. CombinatoRx shall give prompt written notice to Neuromed of any order preventing representation or suspending the use of warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any prospectusmaterial respect, or any failure of CombinatoRx or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any case, if and only to the extent that such untruth or inaccuracy or such failure could reasonably be expected to cause any of the suspension conditions set forth in Section 7.3(a) or Section 7.3(b) to fail to be satisfied at the Closing; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the qualification parties or the conditions to the obligations of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableparties under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Combinatorx, Inc)
Notification of Certain Events. With The Company shall promptly notify each Selling Holder (A) when the registration statement or any amendment or supplement thereto has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective or receipted, as applicable, (B) of any request by the Commission or by any other regulatory body or other body having jurisdiction relating to such offering for amendments or supplements to the registration statement or the Prospectus or for additional information, (C) of any order issued or threatened by the Commission and/or applicable Canadian securities regulatory authorities suspending the effectiveness of such registration statement or preventing or suspending the use of a Registration Statement filed pursuant prospectus or (D) of the issuance of any notification or order with respect to Sections 2.1, 2.2 the suspension of the qualification (or 2.3, exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceedings for such purpose. The Company shall notify each seller use its best efforts to prevent the issuance of any such Registrable Shares covered by order referred to in (C) or (D) and, if any such Registration Statementorder is issued, shall use its best efforts to obtain the withdrawal of any such order at the earliest possible moment. The Company shall promptly notify each Selling Holder and the managing underwriter(s), if any, in writing at any time when a prospectus relating thereto Prospectus is required to be delivered under the 1933 Act, Securities Act and/or applicable Canadian Securities Laws of the Company's becoming aware that happening of any event as a result of which the prospectus Prospectus included in such Registration Statementregistration statement, as then in effect, includes contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading, and at the request of any such seller, Company shall promptly prepare and furnish to such seller each Selling Holder a reasonable number of copies of an amended any supplement or supplemental prospectus amendment to such Prospectus as may be necessary so that, as thereafter delivered to the sellers purchasers of such Registrable SharesSecurities, such prospectus Prospectus shall not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing. In additionunder which they are made, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablenot misleading.
Appears in 1 contract
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3(a) During the Pre-Closing Period, the Company shall promptly notify each seller LEC of, and furnish LEC with any information it may reasonably request with respect to, (a) the occurrence of any such Registrable Shares covered event or condition or the existence of any fact that may cause any of the conditions to the obligation of LEC to consummate the Merger set forth in Section 7 to not be satisfied, (b) the occurrence of any event or condition or the existence of any fact that could result in any representation or warranty made by such Registration Statement, at any time when a prospectus relating thereto is required the Company in Section 3 to be delivered untrue or inaccurate, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, could become a default under any Material Contract, (d) any material actions, suits, claims or proceedings in connection with the 1933 ActMerger, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger, or (f) the occurrence of any event or condition or the existence of any fact which has had a Company Material Adverse Effect or the occurrence or non-occurrence of any event or condition that could be reasonably expected, individually or in the aggregate, to result in a Company Material Adverse Effect; provided, however, if any such notification is (x) received at least five (5) Business Days prior to the Closing Date and (y) pertains to a matter that came into existence or occurred after the date of this Agreement, and such matter would result in the failure of the Company's becoming aware that the prospectus included conditions set forth in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required Section 7 to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional informationsatisfied, and (iiiz) LEC consummates the Closing, then such disclosure shall be deemed to have qualified any representation or warranty of the issuance Company to which it expressly relates for purposes of determining whether there has been a breach of such representation or warranty for purposes of any indemnification to be provided by the SEC Participating Securityholders pursuant to Section 9.
(b) The Company’s satisfaction of the notification obligations in Section 6.8(a) shall not relieve the Company or the Participating Securityholders of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, their other obligations under this Agreement and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain except as expressly provided in the withdrawal of such Stop Order as soon as practicable.proviso in Section
Appears in 1 contract
Notification of Certain Events. With Prior to the Closing (with respect to the Initial Assets and Initial Assumed Liabilities) and, with respect to subsections (a) and (b) below, prior to the Delayed Closing (with respect to the Initial Purchased Assets or Initial Assumed Liabilities transferring at the Delayed Closing) and the applicable Later Closing (with respect to the applicable Later Purchased Assets and Later Assumed Liabilities), Parent and Buyer shall promptly notify the other of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, to the extent such consent is not already set forth on Section 5.03(a) of the Seller Disclosure Schedule;
(b) any notice or other communication from a Registration Statement filed pursuant Material Customer or Material Supplier or any counterparty to Sections 2.1a Material Contract that effects or threatens to effect any cancellation, 2.2 non-renewal or 2.3other termination of such Material Contract or business relationship that, in each case, is material to the Business;
(c) upon such party’s Knowledge thereof, the Company shall notify each seller occurrence of any Seller Material Adverse Effect or any event, development, circumstance, occurrence, change or effect that, individually or in the aggregate, would reasonably be expected to prevent or materially delay Buyer’s ability to consummate the transactions contemplated hereby; and
(d) upon such Registrable Shares covered by party’s Knowledge thereof, any inaccuracy of such Registration Statement, party’s representation or warranty in this Agreement or breach of failure of such party to comply with any covenant hereunder at any time when a prospectus relating thereto is required during the term hereof that would reasonably be expected to cause any condition set forth in Article VIII not to be delivered under satisfied; provided, however, that any notification prior to Closing pursuant to this Section 5.20 shall not affect a Party’s obligation to consummate the 1933 Act, transactions contemplated by this Agreement unless the events or occurrences giving rise to such notification would otherwise cause a failure in one of the Company's becoming aware that the prospectus included conditions set forth in such Registration Statement, as then in effect, includes an untrue statement Article VIII or give rise to a right of a material fact or omits termination pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableArticle IX.
Appears in 1 contract
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1During the Pre-Closing Period, 2.2 or 2.3, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, Seller and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered Buyer will give prompt notice to the sellers other of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when any notice or other communication from any person alleging that the Registration Statement, consent of such person is or may be required in connection with the Merger or any post-effective amendment to of the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filedother transactions contemplated by this Agreement, (ii) of any request notice or other communication from any Governmental Authority in connection with the Merger or any of the SEC after effectiveness of the Registration Statement to amend the Registration Statement other transactions contemplated by this Agreement or amend or supplement the prospectus or for additional information, and (iii) any litigation relating to, involving or otherwise affecting Seller, Buyer, Merger Sub or any of their respective Subsidiaries that relates to the Merger or any of the issuance other transactions contemplated by this Agreement. During the SEC Pre-Closing Period, Seller shall give prompt written notice to Buyer of the occurrence of any stop order suspending event that is likely to cause any representation or warranty made by it contained in this Agreement to be untrue or inaccurate at or prior to Closing, or any failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the effectiveness representations, warranties, covenants or agreements of the Registration Statement parties or the conditions to the obligations of the parties under this Agreement. During the Pre-Closing Period, Buyer shall give prompt written notice to Seller of any order preventing representation or suspending the use of warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any prospectusmaterial respect, or any failure of Buyer or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the suspension parties or the conditions to the obligations of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableparties under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ansys Inc)
Notification of Certain Events. With (1) During the Pre-Closing Period, the Seller shall promptly notify FID and LEC of, and furnish FID and LEC with any information they may reasonably request with respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, occurrence of any event or condition or the existence of any post-effective amendment fact that may cause any of the conditions to the Registration Statement, shall have become effective, or any supplement obligation of FID to consummate the prospectus or any amendment Acquisition set forth in Section 7 to the prospectus shall have been filednot be satisfied, (ii) the occurrence of any request event or condition or the existence of any fact that could result in any warranty made by the SEC Seller in Section 3 to be materially untrue or inaccurate, (iii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, could become a default under any Material Contract, (iv) any material actions, suits, claims or proceedings in connection with the Acquisition, (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition, or (vi) the occurrence of any event or condition or the existence of any fact which has had a Target Xxxxx Xxxxxxxx Adverse Effect or the occurrence or non-occurrence of any event or condition that could be reasonably expected, individually or in the aggregate, to result in a Target Xxxxx Xxxxxxxx Adverse Effect; (2) provided, however, if any such notification is (x) received at least five (5) Business Days prior to the Closing Date, (y) such notification pertains to a matter that came into existence or occurred after effectiveness the date of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional informationthis Agreement, and (z) FID consummates the Closing, then such disclosure shall be (to the extent that such disclosure constitutes fair disclosure) deemed to have qualified any warranty made by the Seller in Section 3 to which it expressly relates for purposes of determining whether there has been a breach of such warranty for purposes of any indemnification to be provided by the Seller pursuant to Section 9, and (3) provided further, for the avoidance of doubt: (A) such circumstance shall give rise to an adjustment in accordance with Section 2.3 if applicable, and (B) Section 6.7(a)(2) shall not operate to qualify, release, discharge or reduce any liability of the Seller in relation to any failure by the Seller to perform any of its other covenants or obligations set forth in this Agreement.
(b) The Seller’s satisfaction of the notification obligations in Section 6.7(a) shall not relieve the Seller of any of its other obligations under this Agreement and, except as expressly provided in the proviso in Section 6.7(a), no information delivered to FID or LEC pursuant to this Section 6.7 shall (i) amend the Seller’s Disclosure Schedule, (ii) impact the accuracy of any of the warranties made by the Seller in this Agreement, (iii) determine whether any of the issuance by conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts Indemnified Parties’ rights to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts indemnification pursuant to obtain the withdrawal of such Stop Order as soon as practicableSection 9.
Appears in 1 contract
Notification of Certain Events. With respect Each Borrower shall, in relation to the Vessel owned by it, immediately notify the Agent by email, of:
(a) any casualty relating to that Vessel which is or is likely to be or to become a Registration Statement filed pursuant Major Casualty;
(b) any occurrence as a result of which that Vessel has become or is, by the passing of time or otherwise, likely to Sections 2.1, 2.2 become a Total Loss;
(c) any requirement or 2.3, recommendation made by any insurer or the Company shall notify each seller Classification Society or by any competent authority which is not immediately complied with;
(d) the conduct of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required works and repairs to be delivered under the 1933 Act, each of the Company's becoming aware Vessels in order to ensure compliance with the Clause 23.3 (Repair and classification);
(e) any arrest or detention of that the prospectus included Xxxxxx, any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of that Vessel for hire;
(f) any intended dry docking of that Vessel;
(g) any Environmental Claim made against any Borrower or in such Registration Statementconnection with any Vessel, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light any Environmental Incident;
(h) any claim for breach of the circumstances then existingISM Code or the ISPS Code being made against any Borrower, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended Approved Manager or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading otherwise in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement connection with that Vessel;
(i) when any actual or threatened withdrawal, suspension, cancellation or modification of the Registration StatementISSC; and
(j) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with, and the Borrowers shall keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of the Borrowers’, the Approved Managers’ or any other person’s response to any of those events or matters, provided that no notification shall be required and no breach of this Clause shall result in relation to a condition or recommendation of class or required works or repairs existing, or any post-effective amendment to arrests existing, at the Registration Statement, shall have become effective, date of delivery under the relevant MOA provided that the same is remedied and repaired on or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablebefore 1 January 2020.
Appears in 1 contract
Notification of Certain Events. With respect (a) Buyer shall give prompt written notice to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller of Xxxxxxxxx and Obligors if any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that following occurs after the prospectus included in such Registration Statement, as then in effect, includes an untrue statement date of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement this Agreement: (i) when there has been a material failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Guarantors or Buyer of any material notice or other communication from any Governmental Authority in connection with the Registration StatementTransactions; (iii) the occurrence of an event which would cause a condition in Section 9.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Guarantors or Buyer, or any post-effective amendment of their properties, with respect to the Registration Statement, Transactions. No such notice to Xxxxxxxxx and Obligors shall have become effective, any effect on the determination of whether or not any supplement of the conditions to Closing or to the prospectus or any amendment to consummation of the prospectus shall Transactions have been filedsatisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
(b) Xxxxxxxxx shall give prompt written notice to Buyer if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Xxxxxxxxx to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Xxxxxxxxx of any request of material notice or other communication from any Governmental Authority in connection with the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and Transactions; (iii) the occurrence of an event which would cause a condition in Section 9.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Xxxxxxxxx with respect to the Transactions. No such notice to Buyer shall have any effect on the determination of whether or not any of the issuance by conditions to Closing or to the SEC of any stop order suspending the effectiveness consummation of the Registration Statement Transactions have been satisfied or of in determining whether or not any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering representations, warranties or sale covenants contained in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablethis Agreement have been breached.
Appears in 1 contract
Samples: Foreclosure and Asset Purchase Agreement (Corporate Resource Services, Inc.)
Notification of Certain Events. With Ascend shall notify Holder (i) ------------------------------ when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a the Registration Statement filed pursuant to Sections 2.1or any post- effective amendment, 2.2 or 2.3, when the Company shall notify each seller same has become effective; (ii) of any such Registrable Shares covered request by such the SEC or any other Governmental Entity during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus or for additional information relating to the Registration Statement, at (iii) of the issuance by the SEC or any time when a other federal or state Governmental Entity of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by Ascend of any notification with respect to the suspension of the qualification or exemption from qualification of any of the shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (v) of the happening of any event which makes any statement made in the Registration Statement or related prospectus relating thereto is required or any document incorporated or deemed to be delivered under incorporated therein by reference untrue in any material respect or which requires the 1933 Actmaking of any changes in the Registration Statement or prospectus so that, in the case of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an it will not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, and not misleading. Ascend may, upon the happening of any event of the kind described in clauses (iii), (iv) or (v) hereof, suspend use of the prospectus on written notice to Holder, in which case Holder shall discontinue disposition of the shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to Holder or until Holder is advised in writing by Ascend that the use of the applicable prospectus may be resumed. Ascend shall use its reasonable best efforts to ensure that the use of the prospectus may be resumed as soon as practicable. Ascend shall use every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for sale in any jurisdiction, at the request earliest practicable moment. Ascend shall, upon the occurrence of any such sellerevent contemplated by clause (iv) or (v) above, prepare and furnish a supplement or post-effective amendment to such seller the Registration Statement or a reasonable number of copies of an amended supplement to the related prospectus or supplemental prospectus as may be necessary any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the sellers purchasers of such Registrable Sharesthe shares being sold thereunder, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing. In additionunder which they were made, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablenot misleading.
Appears in 1 contract
Samples: Registration and Option Stock Trading Agreement (Ascend Communications Inc)
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller Each of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, Seller and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered Buyer will give prompt notice to the sellers other of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when any notice or other communication from any person alleging that the Registration Statement, consent of such person is or may be required in connection with the Merger or any post-effective amendment to of the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filedother transactions contemplated by this Agreement, (ii) of any request notice or other communication from any Governmental Authority in connection with the Merger or any of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional informationother transactions contemplated by this Agreement, and (iii) any litigation relating to, involving or otherwise affecting Seller, Buyer, Merger Sub, Merger LLC or any of their respective Subsidiaries that relates to the Merger or any of the issuance other transactions contemplated by the SEC this Agreement. Seller shall give prompt written notice to Buyer of any stop order suspending representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any case, if and only to the effectiveness extent that such untruth or inaccuracy or such failure could reasonably be expected to cause any of the Registration Statement conditions set forth in Section 7.2(a) or Section 7.2(b) to fail to be satisfied at the Closing; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Buyer shall give prompt written notice to Seller of any order preventing representation or suspending the use of warranty made by it, Merger Sub or Merger LLC contained in this Agreement becoming untrue or inaccurate in any prospectusmaterial respect, or any failure of Buyer, Merger Sub or Merger LLC to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any case, if and only to the extent that such untruth or inaccuracy or such failure could reasonably be expected to cause any of the suspension conditions set forth in Section 7.3(a) or Section 7.3(b) to fail to be satisfied at the Closing; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the qualification parties or the conditions to the obligations of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableparties under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ansys Inc)
Notification of Certain Events. With respect The Company shall give prompt written notice to a Registration Statement filed pursuant to Sections 2.1, 2.2 the Investor of (a) the occurrence or 2.3non-occurrence of any Event, the occurrence or non-occurrence of which would render any representation or warranty of the Company shall notify each seller contained in this Agreement or any other Transaction Document, if made on or immediately following the date of such Event, untrue or inaccurate in any material respect, (b) the occurrence of any such Registrable Shares covered by such Registration StatementEvent that, at individually or in combination with any time when other Events, has had or could reasonably be expected to have a prospectus relating thereto is required Material Adverse Effect, (c) any failure of the Company to comply with or satisfy any covenant or agreement to be delivered under complied with or satisfied by it hereunder or any Event that would otherwise result in the 1933 Act, nonfulfillment of any of the Company's becoming aware conditions to the Investor’s obligations hereunder, (d) any written notice or other written communication from any Person alleging that the prospectus included consent of such Person is or may be required in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make connection with the statements therein not misleading in the light consummation of the circumstances then existingtransactions contemplated by this Agreement or any other Transaction Document, (e) any Proceeding pending or, to the Company’s knowledge, threatened against a party relating to the transactions contemplated by this Agreement or any other Transaction Document, (f) any Subsidiary entering into a Line of Credit Facility (provided, such notice shall be delivered not less than ten (10) days prior to such Subsidiary entering into such Line of Credit Facility), and at the request (g) any default, alleged default, breach or alleged breach by any Subsidiary under any Line of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration StatementCredit Facility, or any post-effective proposed amendment thereto (prior to the Registration Statement, shall have become effectivedate such amendment will be entered into) or any action a Line of Credit Facility Lender has taken, or provided notice of its intention to take, with respect to any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableSubsidiary’s assets.
Appears in 1 contract
Samples: Securities Purchase Agreement (Blue Star Foods Corp.)
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company Fuels and LW shall notify each seller Macquarie and the SIP (i) of the matters set forth in Section 14.2 (as and to the extent set forth therein), and (ii) within four (4) Business Days after learning of any such Registrable Shares covered by such Registration Statementof the following events:
(a) The Parent’s, at Fuels or LW’s or any time when of the Parent’s Subsidiaries binding written agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a prospectus relating thereto series of related transactions, all or a material portion of the Refinery assets; provided that so long as the Parent is required to make public filings of such information pursuant to the Exchange Act, such information is available on the SEC’s XXXXX database and the filing of such information is made in a timely manner, then Fuels or LW shall not be delivered required to provide such information to Macquarie;
(b) Fuels and LW’s or any of its Affiliates’ (other than a Qualifying Owner) binding agreement to consolidate or amalgamate with, merge with or into, or transfer all or substantially all of its assets to, another entity (including an Affiliate (other than a Qualifying Owner));
(c) An early termination of or any notice of or the occurrence of any “event of default” under any Base Agreement, if any;
(d) An early termination of or any notice of or the occurrence of an “event of default” under any Financing Agreement;
(e) Any Master Agreement Termination Event;
(f) An early termination of or any notice of or the occurrence of an “event of default” under the 1933 Act, of the Company's becoming aware Guaranty;
(g) An amendment to any Financing Agreement; provided that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration StatementFuels or LW shall notify Macquarie at least ten (10) Business Days prior to entering into any new Financing Agreement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, and (ii) Fuels or LW shall not be required to provide notice of any request event described in this Section 13.3(g) if and to the extent that notice of the SEC after effectiveness of the Registration Statement to amend the Registration Statement such event is filed or amend or supplement the prospectus or for additional information, and (iii) of the issuance furnished by the SEC Parent pursuant to the Exchange Act and the filing containing such notice is available on the SEC’s XXXXX database; and
(h) The execution of any stop order suspending agreement or other instrument or the effectiveness of the Registration Statement or announcement of any order preventing transaction or suspending the use proposed transaction that contemplates or results in a Change of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableControl.
Appears in 1 contract
Samples: Supply and Offtake Agreement (Calumet Specialty Products Partners, L.P.)
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company The Borrower shall notify procure that each seller Owner shall as soon as it becomes aware of any such Registrable Shares covered of the events referred to in this Clause 14.11 notify the Agent by such Registration Statementfax, at confirmed forthwith by letter of:
(a) any casualty which is or is likely to be or to become a Major Casualty;
(b) any occurrence as a result of which the Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is not complied with in accordance with its terms (including without limitation, any time when a prospectus relating thereto is required to be delivered under the 1933 Act, limit specified by any insurer or classification society or any competent authority);
(d) any arrest or detention of the Company's becoming aware Ship owned by it (if the arrest or detention has not been released within 3 Business Days of its imposition or the Borrower or the relevant Owner considers that the prospectus included in such Registration Statementarrest or detention will not be released within 3 Business Day of its imposition), as then in effect, includes an untrue statement any exercise or purported exercise of a material fact any lien on that Ship or omits to state a material fact required to be stated therein her Earnings or necessary to make the statements therein not misleading in the light her Insurances or any requisition of that Ship for hire;
(e) any intended dry docking of the circumstances then existingShip owned by it which the Owner knows, and at or reasonably determines, will or may exceed (or has exceeded) 15 days in total;
(f) any Environmental Claim made against that Owner or in connection with the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration StatementShip owned by it, or any post-effective amendment Environmental Incident;
(g) any claim for breach of the ISM Code or the ISPS Code being made against that Owner and, to the Registration Statementextent that that Owner is aware of such claim, the Approved Manager or otherwise in connection with the Ship owned by it; or
(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with, and that Owner shall have become effective, keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of that Owner’s or any supplement other person’s response to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablethose events or matters.
Appears in 1 contract
Samples: Loan Agreement (Danaos Corp)
Notification of Certain Events. With respect (a) At all times during the period commencing on the date of this Agreement and continuing until the earlier to a Registration Statement filed occur of the termination of this Agreement pursuant to Sections 2.1, 2.2 or 2.3Article VIII and the Effective Time, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required will give prompt notice to be delivered under the 1933 Act, of the Company's Parent upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure by the prospectus included Company to comply with or satisfy in such Registration Statementany material respect any covenant, as then in effect, includes an untrue statement of a material fact condition or omits to state a material fact required agreement to be stated therein complied with or necessary satisfied by it pursuant to this Agreement, in each case, if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to make the statements therein not misleading in the light satisfaction of any of the circumstances then existing, conditions to the obligations of Parent and Purchaser to consummate the Offer or Merger unlikely at the request Offer Closing or the Closing, respectively; provided, that no such notice will affect or be deemed to modify any representation, warranty, covenant or agreement of the Company set forth in this Agreement or the conditions to the obligations of Parent and Purchaser to consummate the Offer or the Merger or the remedies available to the Parties under this Agreement; provided, further, that the failure to notify Parent pursuant to this Section 6.17(a) shall not constitute a breach of covenant in any material respect for purposes of clause (f) of Exhibit A, or give rise to any right of termination under Article VIII.
(b) At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent will give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Purchaser in this Agreement has become untrue or inaccurate in any material respect, or of any such sellerfailure by Parent or Purchaser to comply with or satisfy in any material respect any covenant, prepare condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case, if and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered only to the sellers of extent that such Registrable Sharesuntruth, such prospectus shall not include an untrue statement of a material fact inaccuracy or omit to state a material fact required to failure would reasonably be stated therein or necessary expected to make the statements therein not misleading in the light satisfaction of any of the circumstances then existing. In addition, conditions to the obligations of the Company shall notify counsel for to consummate the holders Offer or Merger unlikely at the Offer Closing or Closing, respectively; provided, that no such notice will affect or be deemed to modify any representation, warranty, covenant or agreement of Registrable Shares included in such Registration Statement (i) when Parent or Purchaser set forth this Agreement or the Registration Statement, or any post-effective amendment conditions to the Registration Statement, shall have become effective, obligations of the Company to consummate the Offer or any supplement the Merger or the remedies available to the prospectus or Parties under this Agreement; provided, further, that the failure to notify the Company pursuant to this Section 6.17(b) shall not give rise to any amendment to the prospectus shall have been filed, (ii) right of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicabletermination under Article VIII.
Appears in 1 contract
Samples: Merger Agreement (RPX Corp)
Notification of Certain Events. With respect The Company shall notify Macquarie (i) of the matters set forth in Section 14.2 (as and to the extent set forth therein), and (ii) within four (4) Business Days after learning of any of the following events: (a) The Parent’s, the Company’s or any of the Parent’s Subsidiaries binding written agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a Registration Statement filed series of related transactions, all or a material portion of the Refinery assets, including pursuant to Sections 2.1the Stonebriar Sale and Leaseback Agreements; provided that so long as the Parent, 2.2 the Company, or 2.3one or more parent entities of Parent or the Company is required to make public filings of such information pursuant to the Exchange Act, such information is available on the SEC’s XXXXX database and the filing of such information is made in a timely manner, then the Company shall not be required to provide such information to Macquarie; (b) The Company’s or Parent’s binding agreement to consolidate or amalgamate with, merge with or into, or transfer all or substantially all of its assets to, another entity (including an Affiliate (other than a Qualifying Owner)); (c) An early termination of or any notice of or the occurrence of any “event of default” under any Base Agreement, if any; (d) An early termination of or any notice of or the occurrence of an “event of default” under any Financing Agreement; (e) Any Master Agreement Termination Event;
(f) Any default or event of default or such similar occurrence under any Macquarie Permitted Feedstock Procurement Contract;
(g) An amendment to any Financing Agreement; provided that (i) the Company shall notify each seller of Macquarie at least ten (10) Business Days prior to entering into any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingnew Financing Agreement, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, (ii) the Company shall notify counsel for not be required to provide notice of any event described in this Section 13.3 (g) if and to the holders extent that notice of Registrable Shares included in such Registration Statement (i) when event is filed or furnished by the Registration StatementParent, the Company, or any post-effective amendment one or more parent entities of Parent or the Company pursuant to the Registration Statement, shall have become effective, or any supplement to Exchange Act and the prospectus or any amendment to filing containing such notice is are available on the prospectus shall have been filed, SEC’s XXXXX database; and (iih) The execution of any request of agreement or other instrument or the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC announcement of any stop order suspending the effectiveness transaction or proposed transaction that contemplates or results in a Change of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableControl.
Appears in 1 contract
Samples: Supply and Offtake Agreement (Calumet Specialty Products Partners, L.P.)
Notification of Certain Events. With respect (a) During the period for which the Company is required to file and keep effective a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3this Agreement, the Company shall promptly notify each seller of any such Registrable Shares covered by the Participating Stockholders during the period such Registration StatementStatement is required to remain effective, or at any time when a prospectus Prospectus relating thereto is required to be delivered under the 1933 Securities Act, of the Company's becoming aware that happening of any event or the prospectus included existence of any fact, as a result of which the Registration Statement or such Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Participating Stockholders agree, upon receipt of such notice, forthwith to cease making offers and at sales of such securities pursuant to such Registration Statement or deliveries of the request Prospectus contained therein for any purpose and to return to the Company the copies of any such sellerProspectus not theretofore delivered by such Stockholders. Subject to Section 5.02, the Company shall prepare and furnish to such seller the Participating Stockholders and each underwriter a reasonable number of copies of an amended any supplement to or supplemental prospectus as amendment of such Prospectus that may be necessary so that, as thereafter delivered to the sellers purchaser of such Registrable Sharesthe Registered Securities, such prospectus Prospectus shall not include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition.
(b) The Company will promptly notify the Participating Stockholders and the managing underwriter or agent, if any, and confirm the Company shall notify counsel for the holders of Registrable Shares included notice in such Registration Statement writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus Prospectus or any amendment to the prospectus amended Prospectus shall have been filed, (ii) of any request of by the SEC after effectiveness of the Registration Statement Commission to amend the Registration Statement or amend or supplement the prospectus Prospectus or for additional information, information and (iii) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Registration Statement Registered Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablepurposes.
Appears in 1 contract
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3(a) During the Pre-Closing Period, the Company shall promptly notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingParent of, and at the furnish Parent with any information it may reasonably request of any such sellerwith respect to, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, occurrence of any event or condition or the existence of any post-effective amendment fact that may reasonably be expected to cause any of the conditions to the Registration Statement, shall have become effective, obligations of Parent to consummate the Mergers set forth in Section 6 not to be satisfied (including any breaches or any supplement to inaccuracies of the prospectus or any amendment to the prospectus shall have been filedrepresentations and warranties set forth in Section 2), (ii) any Knowledge of any request notice from any Person alleging that the consent of such Person is or may be required in connection with any of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional informationtransactions contemplated by this Agreement, and (iii) any Legal Proceeding commenced, or, to its Knowledge threatened in writing, relating to or involving the Company that relates to the consummation of the issuance transactions contemplated by this Agreement. The Company’s satisfaction of its obligations in the foregoing sentence shall not relieve the Company of any of its other obligations under this Agreement and no disclosure by the SEC Company pursuant to this Section 5.7 shall be deemed to amend or supplement the Company Disclosure Schedules or to prevent or cure any misrepresentation, breach of warranty or breach of covenant, or waive any rights under Section 8 hereof.
(b) During the Pre-Closing Period, Parent shall promptly notify the Company of, and furnish the Company with any information it may reasonably request with respect to, (i) the occurrence of any stop order suspending event or condition or the effectiveness existence of any fact that may reasonably be expected to cause any of the Registration Statement conditions to the obligations of the Company to consummate the Mergers set forth in Section 7 not to be satisfied (including any breaches or inaccuracies of the representations and warranties set forth in Section 3), (ii) any Knowledge of any order preventing notice from any Person alleging that the consent of such Person is or suspending may be required in connection with any of the use transactions contemplated by this Agreement, and (iii) any Legal Proceeding commenced, or, to its knowledge threatened in writing, relating to or involving Parent that relates to the consummation of the transactions contemplated by this Agreement. Parent’s satisfaction of its obligations in the foregoing sentence shall not relieve Parent of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicableother obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Cortexyme, Inc.)
Notification of Certain Events. With (a) During the Pre-Closing Period, the Sellers shall promptly notify FID and LEC of, and furnish FID and LEC with any information they may reasonably request with respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, occurrence of any event or condition or the existence of any post-effective amendment fact that may cause any of the conditions to the Registration Statement, shall have become effective, or any supplement obligation of FID to consummate the prospectus or any amendment Acquisition set forth in Section 7 to the prospectus shall have been filednot be satisfied, (ii) the occurrence of any request event or condition or the existence of any fact that could result in any representation or warranty made by Sellers in Section 3 to be materially untrue or inaccurate, (iii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, could become a default under any Material Contract, (iv) any material actions, suits, claims or proceedings in connection with the Acquisition, (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Acquisition, or (vi) the occurrence of any event or condition or the existence of any fact which has had a Target Xxxxx Xxxxxxxx Adverse Effect or the occurrence or non-occurrence of any event or condition that could be reasonably expected, individually or in the aggregate, to result in a Target Xxxxx Xxxxxxxx Adverse Effect; provided, Final execution version - MPL / MP2L however, if any such notification is (x) received at least five (5) Business Days prior to the Closing Date and (y) such notification pertains to a matter that came into existence or occurred after the date of this Agreement, and such matter would result in the failure of the SEC after effectiveness of the Registration Statement condition set forth in Section 7.1 to amend the Registration Statement or amend or supplement the prospectus or for additional informationbe satisfied, and (z) FID consummates the Closing, then such disclosure shall be deemed to have qualified any warranty of the Sellers to which it expressly relates for purposes of determining whether there has been a breach of such warranty for purposes of any indemnification to be provided by the Sellers pursuant to Section 9.
(b) The Sellers’ satisfaction of the notification obligations in Section 6.8(a) shall not relieve the Sellers of any of their other obligations under this Agreement and, except as expressly provided in the proviso in Section 6.8(a), no information delivered to FID or LEC pursuant to this Section 6.8 shall (i) amend the Sellers’ Disclosure Schedule, (ii) impact the accuracy of any of the warranties made by the Sellers in this Agreement, (iii) determine whether any of the issuance by conditions set forth in Section 7 has been satisfied or (iv) limit or otherwise affect the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts Indemnified Parties’ rights to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts indemnification pursuant to obtain the withdrawal of such Stop Order as soon as practicableSection 9.
Appears in 1 contract
Samples: Share Purchase Agreement
Notification of Certain Events. With Biomune shall notify Seller (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a the Registration Statement filed pursuant to Sections 2.1or any post-effective amendment, 2.2 or 2.3, when the Company shall notify each seller same has become effective; (ii) of any such Registrable Shares covered request by such the SEC or any other governmental entity during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus or for additional information relating to the Registration Statement, at (iii) of the issuance by the SEC or any time when a other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by Biomune of any notification with respect to the suspension of the qualification or exemption from qualification of any of the shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (v) of the happening of any event which makes any statement made in the Registration Statement or related prospectus relating thereto is required or any document incorporated or deemed to be delivered under incorporated therein by reference untrue in any material respect or which requires the 1933 Actmaking of any changes in the Registration Statement or prospectus so that, in the case of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an it will not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, and not misleading. Biomune may, upon the happening of any event of the kind described in clauses (iii), (iv) or (v) hereof, suspend use of the prospectus on written notice to Seller, in which case Seller shall discontinue disposition of the shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to Seller or until Seller is advised in writing by Biomune that the use of the applicable prospectus may be resumed. Biomune shall use its reasonable best efforts to ensure that the use of the prospectus may be resumed as soon as practicable. Biomune shall use every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for sale in any jurisdiction, at the request earliest practicable moment. Biomune shall, upon the occurrence of any such sellerevent contemplated by clause (iv) or (v) above, prepare and furnish a supplement or post-effective amendment to such seller the Registration Statement or a reasonable number of copies of an amended supplement to the related prospectus or supplemental prospectus as may be necessary any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the sellers purchasers of such Registrable Sharesthe shares being sold thereunder, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing. In additionunder which they were made, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablenot misleading.
Appears in 1 contract
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3(a) During the Pre-Closing Period, the Company and Seller shall promptly notify each seller Purchaser of, and furnish Purchaser with any information it may reasonably request with respect to, the occurrence of any such Registrable Shares covered by such Registration Statement, at event or condition or the existence of any time when a prospectus relating thereto is required fact of which Seller obtains Knowledge that may reasonably be expected to cause any of the conditions to the obligations of Purchaser to consummate the Acquisition set forth in Article VII not to be delivered under the 1933 Act, satisfied (including any such breaches or inaccuracies of the representations and warranties set forth in Article III and Article IV); provided, however, that any failure of Seller or the Company to so notify Purchaser of any breach of, or inaccuracy in, any representation or warranty shall not give rise to a claim for indemnification pursuant to Section 9.02b). The Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement ’s satisfaction of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading its obligations in the light foregoing sentence shall not relieve the Company of the circumstances then existingany of its other obligations under this Agreement, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, no disclosure by the Company pursuant to this Section 6.19 shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration Statement, or any post-effective amendment be deemed to the Registration Statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus Company Disclosure Schedules or for additional informationto prevent or cure any misrepresentation, breach of warranty, or breach of covenant, or waive any rights under Article IX.
(b) During the Pre-Closing Period, Purchaser shall promptly notify the Company of, and (iii) furnish the Company with any information it may reasonably request with respect to, or condition or the existence of any fact of which Purchaser obtains Knowledge that may reasonably be expected to cause any of the issuance by conditions to the SEC obligations of the Company to consummate the Acquisition set forth in Article VII not to be satisfied (including any such breaches or inaccuracies of the representations and warranties set forth in Article V); provided, however, that any failure of Purchaser to so notify the Company of any stop order suspending breach of, or inaccuracy in, any representation or warranty shall not give rise to a claim for indemnification pursuant to Section 9.03(b). Purchaser’s satisfaction of its obligations in the effectiveness of the Registration Statement or foregoing sentence shall not relieve Purchaser of any order preventing of its other obligations under this Agreement, and no disclosure by Purchaser pursuant to this Section 6.17 shall be deemed to prevent or suspending the use cure any misrepresentation, breach of any prospectuswarranty, breach of covenant, or of the suspension of the qualification of the Registration Statement for offering or sale in waive any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablerights under Article IX.
Appears in 1 contract
Samples: Stock Purchase Agreement (Travere Therapeutics, Inc.)
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company The Borrower shall notify procure that each seller Owner shall as soon as it becomes aware of any such Registrable Shares covered of the events referred to in this Clause 14.11 notify the Agent by such Registration Statementfax, at confirmed forthwith by letter of:
(a) any casualty which is or is likely to be or to become a Major Casualty;
(b) any occurrence as a result of which the Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is not complied with in accordance with its terms (including without limitation, any time when a prospectus relating thereto is required to be delivered under the 1933 Act, limit specified by any insurer or classification society or any competent authority);
(d) any arrest or detention of the Company's becoming aware Ship owned by it (if the arrest or detention has not been released within 3 Business Days of its imposition or the Borrower or the relevant Owner considers that the prospectus included in such Registration Statementarrest or detention will not be released within 3 Business Day of its imposition), as then in effect, includes an untrue statement any exercise or purported exercise of a material fact any lien on that Ship or omits to state a material fact required to be stated therein her Earnings or necessary to make the statements therein not misleading in the light her Insurances or any requisition of that Ship for hire;
(e) any intended dry docking of the circumstances then existingShip owned by it which the Owner knows, and at or reasonably determines, will or may exceed (or has exceeded) 10 days in total;
(f) any Environmental Claim made against that Owner or in connection with the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (i) when the Registration StatementShip owned by it, or any post-effective amendment Environmental Incident;
(g) any claim for breach of the ISM Code or the ISPS Code being made against that Owner and, to the Registration Statementextent that that Owner is aware of such claim, the Approved Manager or otherwise in connection with the Ship owned by it; or
(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with, and that Owner shall have become effective, keep the Agent advised in writing on a regular basis and in such detail as the Agent shall require of that Owner’s or any supplement other person’s response to the prospectus or any amendment to the prospectus shall have been filed, (ii) of any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablethose events or matters.
Appears in 1 contract
Samples: Loan Agreement (Danaos Corp)
Notification of Certain Events. With respect to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, the Company shall notify each seller of any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement (a) Each party must:
(i) when (keep informed) promptly inform the Registration Statement, other either directly or any post-effective amendment to through its Advisers of the Registration Statement, shall have become effective, or any supplement to steps it has taken and of its progress towards satisfaction of the prospectus or any amendment to the prospectus shall have been filed, Conditions Precedent;
(ii) (notice of satisfaction) promptly notify the other if it becomes aware that any request of the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and Condition Precedent has been satisfied;
(iii) (notice of failure) promptly notify the issuance by the SEC other if it becomes aware that any Condition Precedent has failed to be satisfied or has become incapable of any stop order suspending the effectiveness being satisfied or is not reasonably capable of the Registration Statement being satisfied or of any order preventing circumstances which may reasonably be expected to lead to such a state of affairs; and
(iv) (notice of waiver) after having given or suspending received a notice in accordance with clause 3.5(iii) in relation to a Condition Precedent that it is entitled under clause 3.4 to waive, give notice to the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order other party as soon as practicablepossible (and in any event no later than five Business Days or such shorter time to ensure that notice is given before 5.00 pm on the last Business Day before the Second Court Date) as to whether or not it waives the breach or non-fulfilment of the relevant Condition Precedent, specifying the Condition Precedent in question.
(b) Subject to the satisfaction and/or waiver of the Conditions Precedent, Bidder and Target must each provide the Court on the Second Court Date with a certificate that all of the Conditions Precedent (other than the Condition Precedent requiring Court approval of the Scheme) are satisfied, or if not satisfied, are waived.
Appears in 1 contract
Samples: Scheme Implementation Agreement (Yanzhou Coal Mining Co LTD)
Notification of Certain Events. With respect (a) Buyer shall give prompt written notice to a Registration Statement filed pursuant to Sections 2.1, 2.2 or 2.3, Lender and the Company shall notify each seller of Borrower Parties if any such Registrable Shares covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the Company's becoming aware that following occurs after the prospectus included in such Registration Statement, as then in effect, includes an untrue statement date of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. In addition, the Company shall notify counsel for the holders of Registrable Shares included in such Registration Statement this Agreement: (i) when there has been a material failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Buyer of any material notice or other communication from any Governmental Authority in connection with the Registration StatementTransactions; (iii) the occurrence of an event which would cause a condition in Section 9.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Buyer, or any post-effective amendment of their properties, with respect to the Registration Statement, Transactions. No such notice to Lender and the Borrower Parties shall have become effective, any effect on the determination of whether or not any supplement of the conditions to Closing or to the prospectus or any amendment to consummation of the prospectus shall Transactions have been filedsatisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.
(b) Lender shall give prompt written notice to Buyer if any of the following occurs after the date of this Agreement: (i) there has been a material failure of Lender to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt by Lender of any request of material notice or other communication from any Governmental Authority in connection with the SEC after effectiveness of the Registration Statement to amend the Registration Statement or amend or supplement the prospectus or for additional information, and Transactions; (iii) the occurrence of an event which would cause a condition in Section 9.3 not to be satisfied; or (iv) the commencement or threat, in writing, of any Action against Lender with respect to the Transactions. No such notice to Buyer shall have any effect on the determination of whether or not any of the issuance by conditions to Closing or to the SEC of any stop order suspending the effectiveness consummation of the Registration Statement Transactions have been satisfied or of in determining whether or not any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering representations, warranties or sale covenants contained in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes (collectively, a "Stop Order"). The Company shall use its commercially reasonable best efforts to prevent the issuance of a Stop Order specifically threatened by the SEC, and, if a Stop Order is issued, use its commercially reasonable best efforts to obtain the withdrawal of such Stop Order as soon as practicablethis Agreement have been breached.
Appears in 1 contract
Samples: Foreclosure and Asset Purchase Agreement (Corporate Resource Services, Inc.)
