Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documents, Amicus will, upon request of any Holder, inform such Holder as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.1, as expeditiously as reasonably possible: (a) Use its reasonable best efforts (i) to maintain the continuous effectiveness of each Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of such time as (A) all such shares of Registrable Securities having been sold pursuant to such Registration Statement, (B) all Registrable Securities can be freely sold without volume limitations pursuant to Rule 144 (including at such times as the holder may be deemed to be an affiliate of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of the Registration Statement (the “Registration Period”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement. (b) advise Holders promptly (and, in any event, within five business days): (i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading; (c) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable; (d) if any Holder so requests in writing, promptly furnish to such Holder, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC; (e) during the Registration Period, promptly deliver to each Holder, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto; (f) during the Registration Period, if a Holder so requests in writing, deliver to such Holder, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing; (g) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale of the Registrable Securities; (h) use its reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed; (i) use its reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders to sell Registrable Securities under Rule 144; and (j) at least three (3) Business Days prior to the filing of the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filing; provided that, in the case of this clause (j), Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be. (k) With respect to any Registration Statement that has been filed pursuant to Section 7.1, (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Amicus following consultation with legal counsel, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel for the Holders upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement, Note and Warrant Purchase Agreement (Amicus Therapeutics Inc)
Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documents, Amicus will, upon request of any HolderPurchaser, inform such Holder Purchaser as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.16.1, as expeditiously as reasonably possible:
(a) Use use its commercially reasonable best efforts (i) to maintain keep such registration, and any required qualification, exemption or compliance under state securities laws, continuously effective with respect to the continuous effectiveness of each Purchasers and its permitted assignees, until the date all Shares registered by such Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of such time as (A) all such shares of Registrable Securities having shall have been sold pursuant to such Registration Statement, (B) all Registrable Securities can or may be freely sold without volume limitations pursuant to Rule 144 (including at such times as the holder may be deemed without regard to be an affiliate volume limitations. The period of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of during which Amicus is required hereunder to keep the Registration Statement (effective is referred to herein as the “Registration Period.”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders Purchasers promptly (and, in any event, within five business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder Purchaser so requests in writing, promptly furnish to such HolderPurchaser, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each HolderPurchaser, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder Purchaser may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder Purchaser in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder Purchaser so requests in writing, deliver to such HolderPurchaser, without charge, (i) one copy of the following documents, other than those documents available via XXXXX EXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) upon the occurrence of any event contemplated by Section 6.3(b)(iv), Amicus will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the Purchasers, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale sale of the Registrable Securities;
(hi) use its commercially reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(ij) use its commercially reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders Purchasers to sell Registrable Securities under Rule 144; and
(jk) at least three (3) Business Days permit counsel for the Purchasers to review the Registration Statement and all amendments and supplements thereto, within two business days prior to the filing of the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of thereof with the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filing; provided that, in the case of this clause (j)k) above, Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder Purchaser if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to any Registration Statement that has been filed pursuant to Section 7.1, (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Amicus following consultation with legal counsel, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel for the Holders upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amicus Therapeutics, Inc.)
Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documentsthis Agreement, Amicus will, upon request of any HolderGSK, inform such Holder GSK as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.1, as expeditiously as reasonably possible:
(a) Use its reasonable best efforts (i) except for such times as Amicus is permitted hereunder to maintain suspend the continuous effectiveness of each Registration Statement (and maintain the current status use of the prospectus or prospectuses contained therein) until forming part of the earlier of such time as (A) all such shares of Registrable Securities having been sold pursuant to such Registration Statement, use its commercially reasonable efforts to keep such registration, and any required qualification, exemption or compliance under state securities laws, continuously effective with respect to GSK and its permitted assignees, until the date all Shares held by GSK may be sold during any ninety (B90) all Registrable Securities can be freely sold without volume limitations pursuant to day period under Rule 144 (including at such times as the holder may be deemed and any contractual agreements with Amiucs. The period of time during which Amiucs is required hereunder to be an affiliate of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of keep the Registration Statement (effective is referred to herein as the “Registration Period.”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders GSK promptly (and, in any event, within five (5) business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder GSK so requests in writing, promptly furnish to such HolderGSK, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each HolderGSK, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder GSK may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder GSK in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;; ****** - Material has been omitted and filed separately with the Commission.
(f) during the Registration Period, if a Holder GSK so requests in writing, deliver to such HolderGSK, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP generally accepted accounting principles in the United States of America by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) upon the occurrence of any event contemplated by Section 7.3(b)(iv) above, except for such times as Amicus is permitted hereunder to suspend the use of the prospectus forming part of the Registration Statement, Amicus will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to GSK, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale sale of the Registrable Securities;
(hi) use its commercially reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(ij) use its commercially reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders GSK to sell Registrable Securities under Rule 144; and
(jk) at least three permit counsel for GSK to review the Registration Statement and all amendments and supplements thereto, within two (32) Business Days business days prior to the filing of thereof with the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filingCommission; provided that, in the case of this clause (j)k) above, Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder GSK if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to . ****** - Material has been omitted and filed separately with the Commission. If at any time during the Registration Period there is not an effective Registration Statement covering all of the Registrable Securities and Amicus determines to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of any other stockholder upon demand (a “Demanding Stockholder”) under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents (an “Incidental Registration”), then Amicus will send to GSK written notice of such determination and, if within ten (10) business days after receipt of such notice, GSK will so request in writing, Amicus will use commercially reasonable efforts to include in such registration statement or, in the case of an underwritten offering, cause the managing underwriter or underwriters to include, all or any part of such Registrable Securities GSK requests to be registered, on the same terms and conditions as the securities of Amicus or of the Demanding Stockholder included therein. In connection with any Incidental Registration, Amicus shall not be required to include any Registrable Securities in such underwritten offering unless GSK accepts the terms of the underwritten offering as agreed upon between Amicus, the Demanding Stockholder, if any, and the underwriter, and then only in such quantity as the underwriter believes will not have a material adverse effect on the success of such offering. If the underwriter determines that the registration of all or part of the Registrable Securities which GSK has been filed pursuant requested to Section 7.1be included would have a material adverse effect on the success of such offering, then Amicus shall be required to include in such Incidental Registration, to the extent of the amount that the underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of Amicus or the account of the Demanding Stockholder; second, any securities to be offered for the account of the Investor Rights Agreement Investors, if any, and third, the Registrable Securities; provided, that (i) upon if at any time after giving written notice of its intention to register any securities and prior to the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result effective date of the non-availability registration statement filed in connection with such registration, Amicus will determine for any reason not to register or to delay registration of financial statements); or (iii) ifsuch securities, in the good faith judgment Amicus may, at its election, give written notice of Amicus following consultation with legal counselsuch determination to GSK and, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to thereupon, (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause a determination not to register, will be relieved of its obligation to register any Registrable Securities to this paragraph in connection with such registration (ii) above, but subject not from its obligation to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingpay expenses in accordance with this Agreement), and (B) in the case of a post-effective amendment determination to a Registration Statementdelay registering, use reasonable best efforts will be permitted to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of delay registering any such notice, each Holder agrees that it shall not sell any of the Registrable Securities being registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel paragraph for the Holders upon same period as the receipt of any comment letter or request by the SEC, state securities authority or delay in registering such other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional informationsecurities.
Appears in 1 contract
Obligations Of Amicus. In the case of registrationRegistration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documentsthis Agreement, Amicus will, upon request of any Holder, inform such Holder as to the status of such registrationRegistration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.1, as expeditiously as reasonably possible:
(a) Use use its commercially reasonable best efforts (i) to maintain keep such Registration, and any required qualification, exemption or compliance under state securities laws, continuously effective with respect to the continuous effectiveness of each Purchasers and its permitted assignees, until the date all Shares Registered by such Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of such time as (A) all such shares of Registrable Securities having shall have been sold pursuant to such Registration Statement, (B) all Registrable Securities can or may be freely sold without volume limitations pursuant to Rule 144 (including at such times as the holder may be deemed without regard to be an affiliate volume or manner of the Company at the sale limitations, current public information requirements or notice of sale requirements. The period of time of resale) and (C) twenty-four calendar months from the date of effectiveness of during which Axxxxx is required hereunder to keep the Registration Statement (effective is referred to herein as the “Registration Period.”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders Purchasers as promptly as possible (and, in any event, within five (5) business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus Axxxxx of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus Axxxxx of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder Purchaser so requests in writing, promptly furnish to such HolderPurchaser, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each HolderPurchaser, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder Purchaser may reasonably request; and Amicus Axxxxx consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder Purchaser in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder Purchaser so requests in writing, deliver to such HolderPurchaser, without charge, (i) one copy of the following documents, other than those documents available via XXXXX EXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) upon the occurrence of any event contemplated by Section 7.3(b)(iv), Amicus will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the Purchasers, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale sale of the Registrable Securities;
(hi) use its commercially reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(ij) use its commercially reasonable best efforts to take all other steps necessary to effect the registration Registration of the Registrable Securities contemplated hereby and to enable the Holders Purchasers to sell Registrable Securities under Rule 144; and
(jk) at least three (3) Business Days permit counsel for the Purchasers to review the Registration Statement and all amendments and supplements thereto, within two business days prior to the filing of the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of thereof with the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filing; provided that, in the case of this clause (j)k) above, Amicus Axxxxx will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder Purchaser if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to any Registration Statement that has been filed pursuant to Section 7.1, (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Amicus following consultation with legal counsel, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel for the Holders upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amicus Therapeutics, Inc.)
Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documents, Amicus will, upon request of any HolderPurchaser, inform such Holder Purchaser as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.1, as expeditiously as reasonably possible:
(a) Use use its commercially reasonable best efforts (i) to maintain keep such registration, and any required qualification, exemption or compliance under state securities laws, continuously effective with respect to the continuous effectiveness of each Purchasers and its permitted assignees, until the date all Shares and Warrant Shares registered by such Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of such time as (A) all such shares of Registrable Securities having shall have been sold pursuant to such Registration Statement, (B) all Registrable Securities can or may be freely sold without volume limitations pursuant to Rule 144 (including at such times as the holder may be deemed without regard to be an affiliate volume limitations. The period of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of during which Amicus is required hereunder to keep the Registration Statement (effective is referred to herein as the “Registration Period.”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders Purchasers promptly (and, in any event, within five business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder Purchaser so requests in writing, promptly furnish to such HolderPurchaser, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each HolderPurchaser, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder Purchaser may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder Purchaser in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder Purchaser so requests in writing, deliver to such HolderPurchaser, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) upon the occurrence of any event contemplated by Section 7.3(b)(iv), Amicus will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the Purchasers, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale sale of the Registrable Securities;
(hi) use its commercially reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(ij) use its commercially reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders Purchasers to sell Registrable Securities under Rule 144; and
(jk) at least three (3) Business Days permit counsel for the Purchasers to review the Registration Statement and all amendments and supplements thereto, within two business days prior to the filing of the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of thereof with the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filing; provided that, in the case of this clause (j)k) above, Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder Purchaser if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to any Registration Statement that has been filed pursuant to Section 7.1, (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Amicus following consultation with legal counsel, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel for the Holders upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amicus Therapeutics Inc)
Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documents, Amicus will, upon request of any HolderPurchaser, inform such Holder Purchaser as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.16.1, as expeditiously as reasonably possible:
(a) Use use its commercially reasonable best efforts (i) to maintain keep such registration, and any required qualification, exemption or compliance under state securities laws, continuously effective with respect to the continuous effectiveness of each Purchasers and its permitted assignees, until the date all Shares and Warrant Shares registered by such Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of such time as (A) all such shares of Registrable Securities having shall have been sold pursuant to such Registration Statement, (B) all Registrable Securities can or may be freely sold without volume limitations pursuant to Rule 144 (including at such times as the holder may be deemed without regard to be an affiliate volume limitations. The period of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of during which Amicus is required hereunder to keep the Registration Statement (effective is referred to herein as the “Registration Period.”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders Purchasers promptly (and, in any event, within five business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder Purchaser so requests in writing, promptly furnish to such HolderPurchaser, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each HolderPurchaser, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder Purchaser may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder Purchaser in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder Purchaser so requests in writing, deliver to such HolderPurchaser, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) upon the occurrence of any event contemplated by Section 6.3(b)(iv), Amicus will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the Purchasers, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale sale of the Registrable Securities;
(hi) use its commercially reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(ij) use its commercially reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders Purchasers to sell Registrable Securities under Rule 144; and
(jk) at least three (3) Business Days permit counsel for the Purchasers to review the Registration Statement and all amendments and supplements thereto, within two business days prior to the filing of the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of thereof with the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filing; provided that, in the case of this clause (j)k) above, Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder Purchaser if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to any Registration Statement that has been filed pursuant to Section 7.1, (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Amicus following consultation with legal counsel, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel for the Holders upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amicus Therapeutics, Inc.)
Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documents, Amicus will, upon request of any Holder, inform such Holder as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.1, as expeditiously as reasonably possible:
(a) Use its reasonable best efforts (i) to maintain the continuous effectiveness of each Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of such time as (A) all such shares of Registrable Securities having been sold pursuant to such Registration Statement, (B) all Registrable Securities can be freely sold without volume limitations pursuant to Rule 144 (including at such times as the holder may be deemed to be an affiliate of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of the Registration Statement (the “Registration Period”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders promptly (and, in any event, within five business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder so requests in writing, promptly furnish to such Holder, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each Holder, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder so requests in writing, deliver to such Holder, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale of the Registrable Securities;
(h) use its reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(i) use its reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders to sell Registrable Securities under Rule 144; and
(j) at least three (3) Business Days prior to the filing of the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filing; provided that, in the case of this clause (j), Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to any Registration Statement that has been filed pursuant to Section 7.1, (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Amicus following consultation with legal counsel, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel for the Holders upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information.Section
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Amicus Therapeutics Inc)
Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documentsthis Agreement, Amicus will, upon request of any HolderGSK, inform such Holder GSK as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.1, as expeditiously as reasonably possible:
(a) Use its reasonable best efforts (i) except for such times as Amicus is permitted hereunder to maintain suspend the continuous effectiveness of each Registration Statement (and maintain the current status use of the prospectus or prospectuses contained therein) until forming part of the earlier of such time as (A) all such shares of Registrable Securities having been sold pursuant to such Registration Statement, use its commercially reasonable efforts to keep such registration, and any required qualification, exemption or compliance under state securities laws, continuously effective with respect to GSK and its permitted assignees, until the date all Shares held by GSK may be sold during any ninety (B90) all Registrable Securities can be freely sold without volume limitations pursuant to day period under Rule 144 (including at such times as the holder may be deemed and any contractual agreements with Amicus. The period of time during which Amicus is required hereunder to be an affiliate of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of keep the Registration Statement (effective is referred to herein as the “Registration Period.”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders GSK promptly (and, in any event, within five (5) business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; andand ****** - Material has been omitted and filed separately with the Commission.
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder GSK so requests in writing, promptly furnish to such HolderGSK, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each HolderGSK, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder GSK may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder GSK in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder GSK so requests in writing, deliver to such HolderGSK, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) upon the occurrence of any event contemplated by Section 7.3(b)(iv) above, except for such times as Amicus is permitted hereunder to suspend the use of the prospectus forming part of the Registration Statement, Amicus will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to GSK, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale sale of the Registrable Securities;; ****** - Material has been omitted and filed separately with the Commission.
(hi) use its commercially reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(ij) use its commercially reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders GSK to sell Registrable Securities under Rule 144; and
(jk) at least three permit counsel for GSK to review the Registration Statement and all amendments and supplements thereto, within two (32) Business Days business days prior to the filing of thereof with the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filingCommission; provided that, in the case of this clause (j)k) above, Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder GSK if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to . If at any time during the Registration Period there is not an effective Registration Statement covering all of the Registrable Securities and Amicus determines to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of any other stockholder upon demand (a “Demanding Stockholder”) under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents (an “Incidental Registration”), then Amicus will send to GSK written notice of such determination and, if within ten (10) business days after receipt of such notice, GSK will so request in writing, Amicus will use commercially reasonable efforts to include in such registration statement or, in the case of an underwritten offering, cause the managing underwriter or underwriters to include, all or any part of such Registrable Securities GSK requests to be registered, on the same terms and conditions as the securities of Amicus or of the Demanding Stockholder included therein. In connection with any Incidental Registration, Amicus shall not be required to include any Registrable Securities in such underwritten offering unless GSK accepts the terms of the underwritten offering as agreed upon between Amicus, the Demanding Stockholder, if any, and the underwriter, and then only in such quantity as the underwriter believes will not have a material adverse effect on the success of such offering. If the underwriter determines that the registration of all or part of the Registrable Securities which GSK has been filed pursuant requested to Section 7.1be included would have a material adverse effect on the success of such offering, then Amicus shall be required to include in such Incidental Registration, to the extent of the amount that the underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of Amicus or the account of the Demanding Stockholder; second, any securities to be offered for the account of the Investor Rights Agreement Investors, if any, and third, the Registrable Securities; provided, that (i) upon if at any time after giving written notice of its intention to register any securities and prior to the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result effective date of the non-availability registration statement filed in connection with such registration, Amicus will determine for any reason not to register or to delay registration of financial statements); or (iii) ifsuch securities, in the good faith judgment Amicus may, at its election, give written notice of Amicus following consultation with legal counselsuch determination to GSK and, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to thereupon, (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause a determination not to register, will be relieved of its obligation to register any Registrable Securities to this paragraph in connection with such registration (ii) above, but subject not from its ****** - Material has been omitted and filed separately with the Commission. obligation to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingpay expenses in accordance with this Agreement), and (B) in the case of a post-effective amendment determination to a Registration Statementdelay registering, use reasonable best efforts will be permitted to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of delay registering any such notice, each Holder agrees that it shall not sell any of the Registrable Securities being registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel paragraph for the Holders upon same period as the receipt of any comment letter or request by the SEC, state securities authority or delay in registering such other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional informationsecurities.
Appears in 1 contract
Obligations Of Amicus. In the case of registration, qualification, exemption or compliance effected by Amicus pursuant to the Transaction Documents, Amicus will, upon request of any HolderPurchaser, inform such Holder Purchaser as to the status of such registration, qualification, exemption and compliance. Amicus shall, at its expense and in addition to its obligations under Section 7.16.1, as expeditiously as reasonably possible:
(a) Use use its commercially reasonable best efforts (i) to maintain keep such registration, and any required qualification, exemption or compliance under state securities laws, continuously effective with respect to the continuous effectiveness of each Purchasers and its permitted assignees, until the date all Shares registered by such Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) until the earlier of such time as (A) all such shares of Registrable Securities having shall have been sold pursuant to such Registration Statement, (B) all Registrable Securities can or may be freely sold without volume limitations pursuant to Rule 144 (including at such times as the holder may be deemed without regard to be an affiliate volume limitations. The period of the Company at the time of resale) and (C) twenty-four calendar months from the date of effectiveness of during which Amicus is required hereunder to keep the Registration Statement (effective is referred to herein as the “Registration Period.”), and (ii) subject to Section 7.3(k), to take such other actions as are necessary to permit the Holders to sell such Registrable Securities without restriction as promptly as practicable pursuant to such Registration Statement. In the case of any Registration Statement that is an automatic shelf registration statement, a new registration statement pursuant to Rule 415(a)(6) with respect to the Registrable Securities will be deemed to be an amendment to such Registration Statement for purposes of this Section 7, and references in this Section 7 to a Registration Statement, except in clause (ii) above, shall include such new registration statement.
(b) advise Holders Purchasers promptly (and, in any event, within five business days):
(i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the receipt by Amicus of any notification from the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iii) of the receipt by Amicus of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(iv) of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;
(c) use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;
(d) if any Holder Purchaser so requests in writing, promptly furnish to such HolderPurchaser, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the SEC;
(e) during the Registration Period, promptly deliver to each HolderPurchaser, without charge, at least one copy of the prospectus included in such Registration Statement and any amendment or supplement thereto and as many additional copies as each Holder Purchaser may reasonably request; and Amicus consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each Holder Purchaser in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(f) during the Registration Period, if a Holder Purchaser so requests in writing, deliver to such HolderPurchaser, without charge, (i) one copy of the following documents, other than those documents available via XXXXX (and excluding, in each case, exhibits thereto): (A) its annual report to its stockholders, if any (which annual report will contain financial statements audited in accordance with GAAP by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of the Registration Statement; and (ii) if explicitly requested, any exhibits filed with respect to the foregoing;
(g) upon the occurrence of any event contemplated by Section 6.3(b)(iv), Amicus will use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to the Purchasers, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(h) comply in all material respects with all applicable rules and regulations of the SEC which could affect the resale sale of the Registrable Securities;
(hi) use its commercially reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by Amicus have been listed;
(ij) use its commercially reasonable best efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders Purchasers to sell Registrable Securities under Rule 144; and
(jk) at least three (3) Business Days permit counsel for the Purchasers to review the Registration Statement and all amendments and supplements thereto, within two business days prior to the filing of the Registration Statement or any prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, or before sending a response to an SEC comment letter related to the Registration Statement, Amicus shall furnish to counsel for the Holders copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of thereof with the SEC), which documents will be subject to the review and comment of counsel for the Holders, and Amicus shall consider in good faith the changes reasonably requested by counsel for the Holders prior to making any such filing; provided that, in the case of this clause (j)k) above, Amicus will not be required to delay the filing of the Registration Statement or any amendment or supplement thereto to incorporate any comments to the Registration Statement or any amendment or supplement thereto by or on behalf of any Holder Purchaser if such comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be.
(k) With respect to any Registration Statement that has been filed pursuant to Section 7.1, (i) upon the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (ii) if any Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements); or (iii) if, in the good faith judgment of Amicus following consultation with legal counsel, it would be detrimental to Amicus or its stockholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (A) the existence of a material development or potential material development involving Amicus that Amicus would be obligated to disclose or incorporate by reference in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time, or (B) interference with an actual or potential material financing or business combination transaction involving Amicus, (I)(1) in the case of clause (ii) above, but subject to clause (iii) above, Amicus shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related prospectus so that such Registration Statement or prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of a post-effective amendment to a Registration Statement, use reasonable best efforts to cause it to become effective as promptly as reasonably practicable and (2) in the case of clause (i) above, use reasonable best efforts to cause such stop order to be lifted, and (II) Amicus shall give notice to the Holders that the availability of such Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees that it shall not sell any of the registered securities pursuant to a Registration Statement until such Holder or counsel for the Holders is notified by Amicus of the effectiveness of the post-effective amendment to a Registration Statement provided for in clause (I) above, or until it is notified in writing by Amicus that the Registration Statement may be used. In connection with any circumstance covered by clause (iii) above, Amicus shall be entitled to exercise its rights pursuant to this Section 7.3(k) to suspend the availability of the Registration Statement for no more than thirty (30) consecutive days and an aggregate of sixty (60) days in any 180-day period, provided however, to the extent Registrable Securities remain outstanding, the 180 day Registration Period set forth in Section 7.3(a) shall be extended by the duration of any suspension pursuant to this Section 7.3(k). Amicus shall promptly notify counsel for the Holders upon the receipt of any comment letter or request by the SEC, state securities authority or other Governmental Entity for amendments or supplements to any Registration Statement or the prospectus related thereto or for additional information.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amicus Therapeutics, Inc.)
