Common use of Obligations of the Borrower Clause in Contracts

Obligations of the Borrower. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Borrower will, as expeditiously as reasonably possible: (i) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to ninety (90) days; (ii) Prepare 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; (iii) Furnish to the 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 they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration; (iv) Use its good faith and diligent efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as will be reasonably requested by the Holders, provided the Borrower will 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, unless already conducting business therein; and (v) 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 (it being understood and agreed, as a condition to the Borrower’s obligations under this clause (v), each Holder participating in such underwriting will also enter into and perform its obligations under such an underwriting or underwriter’s agreement).

Appears in 4 contracts

Samples: Convertible Credit Agreement (Hapi Metaverse Inc.), Convertible Credit Agreement (Value Exchange International, Inc.), Convertible Credit Agreement (GigWorld Inc.)

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Obligations of the Borrower. Whenever required to include Registrable Securities in any registration or to effect the registration of any Registrable Securities under pursuant to this Agreement, the Borrower willshall, as expeditiously as reasonably possible: (ia) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best lawful efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, and use its best efforts to keep such registration statement effective for up to ninety (90) daysuntil all such Registrable Securities have been distributed; (iib) Prepare 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 Registrable Securities covered by such registration statement; (iiic) Furnish to the Holders such number numbers of copies of a prospectus prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registrationthem; (ivd) Use its good faith and diligent best lawful efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as will shall be reasonably requested by the Holders, provided that the Borrower will shall not be required in connection therewith or as a condition thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions, unless already conducting business therein; and; (ve) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement with the managing underwriter of such offering, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed, as a condition form reasonably satisfactory to the Borrower’s obligations under this clause (v), each Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting will shall also enter into and perform its obligations under such an underwriting agreement; and (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or underwriter’s agreement)omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

Appears in 1 contract

Samples: Convertible Loan Agreement (Canmax Inc /Wy/)

Obligations of the Borrower. Whenever required to effect the registration of any Registrable Securities under pursuant to this Agreement, the Borrower willshall, as expeditiously as reasonably possible: (ia) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, and keep such registration statement effective for up until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to ninety (90) daysextension of this period as provided below); (iib) Prepare 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, or AGREEMENT (CONTINUED) 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (iiic) Furnish to the Holders such number numbers of copies of a prospectus prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registrationthem; (ivd) Use its good faith and diligent all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as will shall be reasonably requested by the Holders, provided that the Borrower will shall not be required in connection therewith or as a condition thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions, unless already conducting business therein; and; (ve) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement with the managing underwriter of such offering, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed, as a condition form reasonably satisfactory to the Borrower’s obligations under this clause (v), each Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting will shall also enter into and perform its obligations under such an underwriting agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or underwriter’s agreement)omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f) above, the Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day period of this Section 9.03.

Appears in 1 contract

Samples: Convertible Loan Agreement (Play by Play Toys & Novelties Inc)

Obligations of the Borrower. Whenever required to effect the registration of any Registrable Securities under pursuant to this Agreement, the Borrower willshall, as expeditiously as reasonably possible: (ia) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best lawful efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, and keep such registration statement effective for up until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to ninety (90) daysextension of this period as provided below); (iib) Prepare 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, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (iiic) Furnish to the Holders such number numbers of copies of a prospectus prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registrationthem; (ivd) Use its good faith and diligent best lawful efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as will shall be reasonably requested by the Holders, provided that the Borrower will 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, unless already conducting business therein; and (v) 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 (it being understood and agreed, as a condition to the Borrower’s obligations under this clause (v), each Holder participating in such underwriting will also enter into and perform its obligations under such an underwriting or underwriter’s agreement).as

Appears in 1 contract

Samples: Convertible Loan Agreement (Integrated Security Systems Inc)

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Obligations of the Borrower. Whenever required to effect the registration of any Registrable Securities under pursuant to this Agreement, the Borrower willshall, as expeditiously as reasonably possible:possible at the Holder's expense if pursuant to Section 9.01(a): (ia) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best lawful efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, and keep such registration statement effective for up until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to ninety (90) daysextension of this period as provided below); (iib) Prepare 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, or until 120 days have elapsed since such registration statement became effective whichever occurs first (subject to the extension of this period as provided below in paragraph (g)); (iiic) Furnish to the Holders such number numbers of copies of a prospectus prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registrationthem; (ivd) Use its good faith and diligent best lawful efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as will shall be reasonably requested by the Holders, provided that the Borrower will shall not be required in connection therewith or as a condition thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions, unless already conducting business therein; and; (ve) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement with the managing underwriter of such offering, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed, as a condition form reasonably satisfactory to the Borrower’s obligations under this clause (v), each Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting will shall also enter into and perform its obligations under such an underwriting agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or underwriter’s agreement).omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f) above, the Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day period of this Section 9.03. -------------------------------------------------------------------------------- 24 25 Agreement (continued) --------------------------------------------------------------------------------

Appears in 1 contract

Samples: Convertible Loan Agreement (Jakks Pacific Inc)

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