Obligations of Excite. Excite shall, as expeditiously as reasonably possible: (a) Prepare promptly and file with the SEC the Registration Statement as provided in Section 1.2(a), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and cause such Registration Statement to become effective as soon as practicable. (b) Prepare promptly and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to Holders such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the 1933 Act, and such other documents as reasonably requested in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration. (d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Holders, provided that Excite shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) Notify Holders promptly (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to such Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration
Appears in 1 contract
Obligations of Excite. Excite shall, as expeditiously as reasonably possible:
(a) Prepare promptly and file with the SEC the Registration Statement as provided in Section 1.2(a), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and cause such Registration Statement to become effective as soon as practicable.
(b) Prepare promptly and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to Holders such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the 1933 Act, and such other documents as reasonably requested in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration.
(d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Holders, provided that Excite shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(e) Notify Holders promptly (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to such Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the RegistrationRegistration Statement or the initiation of any proceedings for that purpose, (iii) of the receipt by Excite of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event which makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (v) of Excite's determination that a post-effective amendment to the Registration Statement would be appropriate.
Appears in 1 contract
Obligations of Excite. Excite shall, as expeditiously as reasonably possible:
(a) Prepare promptly and file with the SEC the Registration Statement as provided in Section 1.2(a), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and cause such Registration Statement to become effective as soon as practicable.
(b) Prepare promptly and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to Holders such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the 1933 Act, and such other documents as reasonably requested in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration.
(d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Holders, provided that Excite shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(e) Notify Holders promptly (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to such Registration Statement or related prospectus or for additional information, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registrationstate
Appears in 1 contract
Obligations of Excite. Excite shall, as expeditiously as reasonably possible:
(a) Prepare promptly and file with the SEC the Registration Statement as provided in Section 1.2(a), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and use its best efforts to cause such Registration Statement to become effective as soon as practicable.
(b) Prepare promptly and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to Holders such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the 1933 Act, and such other documents as reasonably requested in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration.
(d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Holders, provided that Excite shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(e) Notify Holders promptly (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to such Registration Statement or related prospectus Prospectus or for additional information, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the RegistrationRegistration Statement or the initiation of any proceedings for that purpose, (iii) of the receipt by Excite of
Appears in 1 contract
Obligations of Excite. Whenever required to effect the registration of any AOL Registrable Securities under this Agreement, Excite shall, as expeditiously as reasonably possible:
(a) Prepare promptly and file with the SEC the Registration Statement as provided in Section 1.2(a)a registration statement with respect to such AOL Registrable Securities, which Registration Statement registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and misleading, cause such Registration Statement registration statement to become effective as soon as practicablepracticable and with respect to registrations effected pursuant to Section 1.3 keep such registrations effective for up to ninety (90) days or such shorter period of time as is agreed to in writing by AOL.
(b) Prepare promptly and file with the SEC such amendments and supplements to such Registration Statement registration statement and the Prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to Holders AOL such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the 1933 Act, and such other documents as it may reasonably requested request in order to facilitate the disposition of the AOL Registrable Securities owned by it that are included in such registration.
(d) Use its best efforts to register and qualify the securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by HoldersAOL, provided that Excite shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.
(f) Notify Holders AOL promptly (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement a registration statement for amendments or supplements to such Registration Statement registration statement or related prospectus or for additional information, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a registration statement or the Registrationinitiation of any proceedings for that purpose, (iii) of the receipt by Excite of any notification with respect to the suspension of the qualification or exemption from qualification of any of the AOL Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event which makes any statement made in a registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or prospectus so that, in the case of a registration statement, it will not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) of Excite's reasonable determination that a post-effective amendment to a registration statement would be appropriate; except that notice of an event or determination referred to in (iv) or (v) above (x) need be made only if AOL has delivered the Notice of Resale referred to in Section 2(b) and Excite is required to cause a Permitted Window to go into effect pursuant to such Notice of Resale as provided therein or if a Permitted Window is then in effect and (y) need not describe the nature or details of such event or determination.
(g) Furnish, at the request of AOL, but only with respect to an underwritten offering, on the date that such AOL Registrable Securities are delivered to the
Appears in 1 contract
Obligations of Excite. Whenever required to effect the registration of any Intuit Registrable Securities under this Agreement, Excite shall, as expeditiously as reasonably possible:
(a) Prepare promptly and file with the SEC the Registration Statement as provided in Section 1.2(a)a registration statement with respect to such Intuit Registrable Securities, which Registration Statement registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and misleading, cause such Registration Statement registration statement to become effective as soon as practicablepracticable and with respect to registrations effected pursuant to Section 1.3 keep such registrations effective for up to ninety (90) days or such shorter period of time as is agreed to in writing by Intuit.
(b) Prepare promptly and file with the SEC such amendments and supplements to such Registration Statement registration statement and the Prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to Holders Intuit such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the 1933 Act, and such other documents as it may reasonably requested request in order to facilitate the disposition of the Intuit Registrable Securities owned by it that are included in such registration.
(d) Use its best efforts to register and qualify the securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by HoldersIntuit, provided that Excite shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.
(f) Notify Holders Intuit promptly (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement a registration statement for amendments or supplements to such Registration Statement registration statement or related prospectus or for additional information, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a registration statement or the Registrationinitiation of any proceedings for that purpose, (iii) of the receipt by Excite of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Intuit Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event which makes any statement made in a registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or prospectus so that, in the case of a registration statement, it will not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) of Excite's reasonable determination that a post-effective amendment to a registration statement would be appropriate; except that notice of an event or determination referred to in (iv) or (v) above (x) need be made only if Intuit has delivered the Notice of Resale referred to in Section 2(b) and Excite is required to cause a Permitted Window to go into effect pursuant to such Notice of Resale as provided therein or if a Permitted Window is then in effect and shall specify in reasonable detail the nature or details of such event or determination unless such description would result in the violation of any confidentiality agreement, attorney-client privilege or would otherwise result in the disclosure of confidential or other proprietary information of Excite.
(g) Furnish, at the request of Intuit, but only with respect to an underwritten offering, on the date that such Intuit Registrable Securities are delivered to the underwriters for sale, (i) an opinion, dated as of such date, of the counsel representing Excite for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to Intuit, addressed to the underwriters, and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants of Excite, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a Intuit, addressed to the underwriters.
Appears in 1 contract
